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1. Parties: Identifies and provides details of all parties to the agreement including the company and shareholders
2. Background: Sets out the context of the agreement, including current shareholding structure and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Share Capital and Shareholding: Details the company's share capital structure and each shareholder's holdings
5. Consideration: Specifies the payment terms and consideration for the shares
6. Completion: Sets out the completion mechanics, timing, and deliverables
7. Share Transfer Restrictions: Establishes restrictions on transfer of shares and process for permitted transfers
8. Pre-emptive Rights: Details shareholders' rights of first refusal on share transfers or new issues
9. Board Composition and Management: Outlines corporate governance structure and board appointment rights
10. Shareholder Meetings and Voting: Specifies procedures for shareholder meetings and voting requirements
11. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval
12. Dividends and Distributions: Sets out dividend policy and distribution of profits
13. Information Rights: Details shareholders' rights to company information and financial reports
14. Confidentiality: Establishes obligations regarding confidential information
15. Termination: Specifies circumstances and process for terminating the agreement
16. Governing Law and Jurisdiction: Confirms Nigerian law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Include when protecting minority shareholders' right to join in sale of majority stake
2. Drag-Along Rights: Include when majority shareholders need right to force minorities to join in sale
3. Anti-dilution Protection: Include when protecting shareholders from dilution in future funding rounds
4. Put and Call Options: Include when parties want rights to force sale/purchase of shares in specific circumstances
5. Non-Compete and Non-Solicitation: Include when shareholders are also employees or have access to sensitive information
6. Deadlock Resolution: Include when equal shareholding exists to resolve potential management deadlocks
7. Share Valuation: Include when specific valuation methodology needed for share transfers
8. Foreign Investment Provisions: Include when foreign shareholders are involved to ensure NIPC compliance
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital and shareholding percentages
2. Schedule 2 - Completion Obligations: List of actions and documents required for completion
3. Schedule 3 - Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4 - Company Information: Key company details including registration number, registered office
5. Schedule 5 - Form of Share Transfer Notice: Template for notice of intention to transfer shares
6. Schedule 6 - Deed of Adherence: Template for new shareholders to become bound by the agreement
7. Appendix A - Board Resolutions: Pro-forma board resolutions approving share transfers
8. Appendix B - Share Certificates: Copies of share certificates or specimens
Articles of Association
Board
Business Day
CAMA
Company
Completion
Completion Date
Confidential Information
Connected Person
Deed of Adherence
Directors
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Holding Company
Initial Shareholders
Investment and Securities Act
Material Adverse Change
New Securities
Ordinary Shares
Parties
Permitted Transfer
Pre-emptive Rights
Qualifying Shares
Related Party
Reserved Matters
Restricted Transfer
Sale Shares
Share Capital
Share Transfer Notice
Shareholder
Shareholders' Resolution
Shares
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Transferee
Transferor
Transmission
Valuation
Working Day
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Board Composition
Management Rights
Shareholder Meetings
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Anti-dilution Protection
Non-compete
Non-solicitation
Confidentiality
Representations and Warranties
Completion Obligations
Default
Termination
Deadlock Resolution
Put and Call Options
Foreign Investment Compliance
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Further Assurance
Counterparts
Financial Services
Technology
Manufacturing
Oil and Gas
Real Estate
Agriculture
Telecommunications
Healthcare
Mining
Retail
Professional Services
Construction
Education
Entertainment
Energy
Transportation
Legal
Finance
Corporate Secretariat
Compliance
Corporate Affairs
Investment Relations
Board Secretariat
Risk Management
Corporate Development
Executive Leadership
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Finance Director
Investment Manager
Compliance Officer
Board Director
Shareholder Relations Manager
Corporate Governance Officer
Investment Analyst
Business Development Manager
Risk Manager
Corporate Affairs Director
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