The Note Subscription Agreement is a crucial document used in Nigerian corporate finance transactions when a company wishes to raise funds through the issuance of notes or debt securities. It serves as the primary contractual framework between the issuer and the subscriber(s), detailing all aspects of the note issuance including subscription price, interest rates, maturity dates, and redemption terms. This agreement must be structured to comply with Nigerian securities regulations, particularly those set by the Securities and Exchange Commission and the Central Bank of Nigeria. It's commonly used for both private placements and public offerings, and can accommodate various types of notes including secured, unsecured, convertible, and regulatory capital instruments. The document typically requires registration with relevant Nigerian authorities and may need to address specific local law requirements regarding foreign investment if international investors are involved.
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1. Parties: Identifies the issuer, subscriber(s), and any other relevant parties to the agreement
2. Background: Sets out the context of the note issuance and the purpose of the agreement
3. Definitions and Interpretation: Defines key terms used in the agreement and establishes interpretation principles
4. Subscription and Issuance: Details the terms of the note subscription, including amount, price, and closing mechanics
5. Payment Terms: Specifies the payment obligations, including interest rates, payment dates, and calculation methods
6. Conditions Precedent: Lists the conditions that must be satisfied before the subscription becomes effective
7. Representations and Warranties: Contains statements of fact and assurances from both the issuer and subscriber
8. Covenants: Sets out ongoing obligations of the parties during the term of the notes
9. Events of Default: Defines circumstances that constitute default and the consequences thereof
10. Tax Provisions: Addresses tax implications and responsibilities
11. Transferability: Specifies conditions and restrictions on transfer of the notes
12. Notices: Details how formal communications between parties should be made
13. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for disputes
14. General Provisions: Contains standard boilerplate provisions including amendments, waivers, and severability
1. Security Arrangements: Include when the notes are secured by specific assets or guarantees
2. Redemption Rights: Include when there are special early redemption or put/call options
3. Conversion Rights: Include for convertible notes that can be converted into shares
4. Registration Rights: Include when subscribers have rights to require registration of the notes
5. Subordination: Include when the notes are subordinated to other debt
6. Agent Provisions: Include when there is a paying agent or trustee involved
7. Multiple Subscribers: Include specific provisions for managing multiple subscribers' rights
8. Foreign Investment Provisions: Include when subscribers include foreign investors
1. Form of Note: The formal template of the note certificate or instrument
2. Subscription Details: Details of subscription amounts, subscriber information, and payment instructions
3. Conditions Precedent Documents: List of required documents and confirmations
4. Corporate Authorizations: Copies of relevant corporate approvals and resolutions
5. Security Documents: If applicable, documents relating to any security arrangements
6. Form of Transfer Certificate: Template for transferring notes to new holders
7. Compliance Certificates: Templates for ongoing compliance certifications
8. Payment Schedule: Detailed schedule of payment dates and amounts
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