The Share Subscription And Shareholders Agreement is a crucial document used when a company is issuing new shares and establishing the framework for shareholder relationships. It's particularly relevant in Nigeria's dynamic business environment, where companies frequently seek capital injection while wanting to maintain clear governance structures. This agreement serves multiple purposes: it documents the terms of share subscription, sets out shareholders' rights and obligations, establishes corporate governance mechanisms, and provides protection for both majority and minority shareholders. The document must comply with Nigerian legislation, particularly CAMA 2020 and the Investment and Securities Act. It's commonly used in funding rounds, joint ventures, and corporate restructuring, providing a comprehensive framework for both the immediate share transaction and long-term shareholder relationships.
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1. Parties: Details of the Company, existing shareholders, and new subscriber(s)
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription for Shares: Details of share subscription, including number, class, price, and payment terms
5. Completion: Conditions precedent, completion obligations, and timing for the share subscription
6. Warranties and Representations: Warranties given by the company, existing shareholders, and new subscribers
7. Board of Directors: Board composition, appointment rights, removal, meetings, and decision-making processes
8. Shareholders Meetings: Procedures for shareholders meetings, voting rights, and reserved matters
9. Share Transfer Restrictions: Limitations on transfer of shares, pre-emptive rights, and transfer procedures
10. Dividend Policy: Agreement on distribution of profits and dividend declaration
11. Information Rights: Shareholders' rights to company information and financial statements
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake - include when protecting minority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale - include for exit flexibility
3. Anti-dilution Protection: Protection against dilution of shareholding - include for venture capital investments
4. Put and Call Options: Rights to force sale or purchase of shares - include when specific exit mechanisms are needed
5. Non-Competition and Non-Solicitation: Restrictions on competitive activities - include when shareholders are also operational
6. Intellectual Property Rights: Special provisions for IP ownership and licensing - include for technology companies
7. Management Provisions: Detailed management structure and responsibilities - include for operational involvement
8. Employee Share Scheme: Framework for employee share ownership - include if planning employee incentives
9. External Financing: Provisions regarding future funding rounds - include for growth companies
1. Share Capital and Shareholding Structure: Details of existing and post-subscription share capital and shareholding
2. Subscription Details: Detailed terms of the share subscription including valuation basis
3. Company Warranties: Comprehensive list of warranties given by the company
4. Subscriber Warranties: Warranties given by the new subscriber(s)
5. Reserved Matters: List of decisions requiring special approval
6. Board Procedures: Detailed procedures for board meetings and decision-making
7. Business Plan: Initial business plan and strategic objectives
8. Deed of Adherence: Form for new shareholders to join the agreement
9. Key Performance Indicators: Agreed performance metrics and targets
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