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Memorandum Of Understanding Shareholders Agreement
"I need a Memorandum Of Understanding Shareholders Agreement for my Nigerian tech startup, which will have three shareholders: two local founders holding 60% jointly and a Singapore-based venture capital firm holding 40%, with specific provisions for technology transfer and IP protection."
1. Parties: Identification of all shareholders and the company, including their full legal names and addresses
2. Background: Context of the agreement, including company formation status and purpose of the MOU
3. Definitions: Key terms used throughout the agreement
4. Purpose and Scope: Clear statement of the MOU's objectives and extent of the agreement
5. Shareholding Structure: Details of share ownership, classes of shares, and shareholding percentages
6. Capital Contributions: Initial and future capital contribution requirements and mechanisms
7. Management and Control: Decision-making processes, board composition, and voting rights
8. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal
9. Dividend Policy: Agreement on profit distribution and dividend declaration
10. Confidentiality: Protection of company and shareholder confidential information
11. Duration and Termination: Term of the MOU and circumstances for termination
12. Dispute Resolution: Procedures for resolving conflicts between shareholders
13. Governing Law: Specification of Nigerian law as governing law and jurisdiction
14. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of majority shares
2. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in a sale
3. Anti-dilution Provisions: Important when future capital raising is anticipated
4. Foreign Investment Provisions: Required when foreign shareholders are involved, addressing NIPC requirements
5. Intellectual Property Rights: Include when the company owns or will develop significant IP
6. Non-Compete Clauses: Used when shareholders may have competing business interests
7. Dead-Lock Resolution: Important for 50-50 ownership structures
8. Put and Call Options: Include when shareholders want rights to buy out or sell to other shareholders
9. Corporate Social Responsibility: Include when company has specific social or environmental commitments
1. Schedule 1 - Shareholder Information: Detailed information about each shareholder including contact details and shareholding
2. Schedule 2 - Company Information: Company registration details, registered address, and business activities
3. Schedule 3 - Share Capital Structure: Detailed breakdown of share classes, rights, and current allocation
4. Schedule 4 - Reserved Matters: List of decisions requiring special majority or unanimous consent
5. Schedule 5 - Business Plan: Initial business plan and strategic objectives
6. Appendix A - Share Transfer Procedures: Detailed procedures and forms for share transfers
7. Appendix B - Voting Procedures: Detailed voting mechanisms for shareholder and board decisions
8. Appendix C - Dividend Policy Details: Specific formulas and procedures for dividend calculations and distributions
Authors
Board
Business Day
CAMA
Company
Completion Date
Confidential Information
Directors
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Initial Business Plan
Intellectual Property Rights
Material Adverse Change
Memorandum and Articles of Association
Nigeria
Ordinary Shares
Parties
Permitted Transferee
Preference Shares
Related Party
Reserved Matters
Securities
Share Capital
Shareholder
Shareholders' Agreement
Shares
Subsidiary
Tag-Along Rights
Drag-Along Rights
Transfer
Voting Rights
Working Day
Corporate Action
Authorized Share Capital
Issued Share Capital
Board Resolution
Special Resolution
General Meeting
Quorum
Pre-emptive Rights
Call Option
Put Option
Parties and Purpose
Share Capital and Ownership
Shareholder Rights
Management and Control
Board Composition
Voting Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Dividend Policy
Capital Contributions
Reserved Matters
Information Rights
Non-Competition
Confidentiality
Representations and Warranties
Default Events
Termination
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Entire Agreement
Severability
Amendment
Costs and Expenses
Good Faith
Further Assurance
Counterparts
Anti-Dilution
Deadlock Resolution
Exit Mechanisms
Technology
Oil and Gas
Financial Services
Manufacturing
Agriculture
Real Estate
Telecommunications
Healthcare
Education
Retail
Mining
Construction
Professional Services
Entertainment
Energy
Transportation
Legal
Corporate Secretariat
Compliance
Finance
Corporate Affairs
Investment Relations
Risk Management
Board Secretariat
Corporate Governance
Executive Management
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Board Member
Managing Director
Compliance Officer
Corporate Governance Officer
Investment Analyst
Shareholder Relations Manager
Risk Manager
Strategic Planning Director
Corporate Affairs Manager
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