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1. Parties: Identification of the issuer, purchaser(s), and any other relevant parties
2. Background: Context of the note issuance and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Note Purchase and Issuance: Core terms of the note purchase including amount, price, and issuance details
5. Closing Conditions: Conditions precedent to the purchase and closing requirements
6. Representations and Warranties: Statements of fact and assurances from the issuer and purchaser
7. Covenants: Ongoing obligations of the issuer and other parties
8. Interest and Repayment: Terms regarding interest calculations, payment dates, and repayment provisions
9. Events of Default: Circumstances constituting default and consequences
10. Transferability: Provisions regarding transfer or assignment of the notes
11. Notices: Communication requirements and contact details
12. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions
13. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Security: Details of any security or collateral securing the notes - include if notes are secured
2. Conversion Rights: Terms for converting notes to equity - include if notes are convertible
3. Registration Rights: Rights regarding registration of notes or resulting securities - include if public trading is contemplated
4. Multiple Purchasers: Specific provisions for multiple purchasers including subscription process - include if multiple purchasers
5. Foreign Investment Provisions: Compliance with foreign investment regulations - include if international parties involved
6. Tax Provisions: Detailed tax treatment and withholding requirements - include if complex tax implications
7. Information Rights: Rights of purchasers to receive company information - include if purchasers require ongoing information access
1. Form of Note: The formal template and terms of the actual note certificate
2. Disclosure Schedule: Exceptions to representations and warranties
3. Payment Schedule: Detailed schedule of payment dates and amounts
4. Corporate Documents: Copies of relevant corporate authorizations and resolutions
5. KYC Requirements: List of required know-your-customer documentation
6. Security Details: Details of any security or collateral (if applicable)
7. Subscription Form: Form for note subscription (if multiple purchasers)
Agreement
Applicable Law
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Default Interest Rate
Event of Default
Encumbrance
Financial Indebtedness
Financial Year
Governmental Authority
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Material Adverse Effect
Maturity Date
Notes
Note Documents
Note Holders
Notice
Outstanding Principal Amount
Permitted Encumbrance
Person
Purchase Price
Purchaser
Redemption Date
Redemption Notice
Related Party
Relevant Jurisdiction
Security
Security Documents
Subscription Amount
Subsidiary
Tax
Transaction Documents
Transfer
Working Day
Definitions
Note Purchase
Closing Conditions
Subscription
Payment Terms
Interest
Repayment
Security
Representations and Warranties
Covenants
Information Rights
Events of Default
Remedies
Acceleration
Transfer and Assignment
Confidentiality
Anti-Money Laundering
Tax
Costs and Expenses
Indemnification
Force Majeure
Notices
Amendment and Waiver
Severability
Entire Agreement
Further Assurance
Counterparts
Governing Law
Dispute Resolution
Registration
Stamp Duty
Financial Services
Banking
Private Equity
Investment Management
Technology
Real Estate
Manufacturing
Energy
Infrastructure
Telecommunications
Agriculture
Healthcare
Mining
Oil and Gas
Legal
Finance
Treasury
Corporate Finance
Risk Management
Compliance
Corporate Secretariat
Investment
Executive Leadership
Board of Directors
Chief Financial Officer
Finance Director
Investment Manager
Corporate Lawyer
Legal Counsel
Company Secretary
Treasury Manager
Investment Banker
Financial Controller
Risk Manager
Compliance Officer
Managing Director
Chief Executive Officer
Investment Director
Corporate Finance Manager
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