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1. Parties: Identifies and defines all parties to the agreement, including their full legal names, addresses, and registration details if companies
2. Background: Sets out the context and purpose of the option agreement, including brief description of the subject matter
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Grant of Option: Details the specific option being granted, including its nature and scope
5. Option Period: Specifies the duration of the option and any conditions affecting its term
6. Option Price: States the consideration paid for the option itself (if any)
7. Exercise of Option: Details the process and requirements for exercising the option, including notice requirements
8. Strike Price: Specifies the price or consideration payable upon exercise of the option
9. Completion: Sets out the completion process once the option is exercised
10. Representations and Warranties: Contains statements of fact and promises made by each party
11. Covenants: Details ongoing obligations of the parties during the option period
12. Assignment and Transfer: Governs the transferability of the option rights
13. Termination: Specifies circumstances under which the agreement can be terminated
14. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and establishes jurisdiction for disputes
15. Notices: Details how formal communications between parties should be made
16. General Provisions: Contains standard boilerplate clauses including severability, entire agreement, and amendments
1. Conditions Precedent: Used when the option is subject to certain conditions being met before it can be exercised
2. Security: Include when any form of security is required for the option or underlying transaction
3. Tax Provisions: Required when specific tax implications need to be addressed
4. Regulatory Compliance: Include when the option involves regulated assets or activities
5. Anti-corruption Provisions: Important when dealing with government entities or in sensitive sectors
6. Force Majeure: Include when parties want specific provisions for unforeseen circumstances
7. Confidentiality: Required when sensitive information will be shared during the option period
8. Non-Competition: Include when there are concerns about competitive activities during the option period
9. Multiple Option Holders: Required when the option is granted to multiple parties
1. Schedule 1 - Description of Option Subject Matter: Detailed description of the asset, shares, or rights subject to the option
2. Schedule 2 - Form of Option Exercise Notice: Template notice for exercising the option
3. Schedule 3 - Completion Requirements: Detailed list of actions and documents required at completion
4. Schedule 4 - Warranties: Detailed warranties given by the parties
5. Schedule 5 - Required Consents and Approvals: List of regulatory or third-party approvals needed
6. Appendix A - Supporting Documents: Copies of relevant certificates, licenses, or other supporting documentation
7. Appendix B - Valuation Methodology: If applicable, detailed methodology for determining values or prices
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