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Share Pledge Agreement Template for Nigeria

A Share Pledge Agreement under Nigerian law is a security document where a shareholder (pledgor) grants a security interest over their shares to a creditor (pledgee) as collateral for a loan or other obligations. The agreement is governed by Nigerian law, particularly the Companies and Allied Matters Act 2020 and the Investment and Securities Act 2007, and must comply with local registration and perfection requirements. The document details the terms of the pledge, including enforcement rights, representations and warranties, and the mechanisms for dealing with dividends and voting rights during the pledge period.

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What is a Share Pledge Agreement?

A Share Pledge Agreement is a crucial security document used in Nigerian financial and corporate transactions where shares are provided as collateral for loans or other obligations. This document is commonly used in corporate finance, acquisition financing, and general banking facilities where the lender requires security over shares. The agreement must comply with Nigerian law, particularly the Companies and Allied Matters Act 2020 and the Investment and Securities Act 2007, and requires proper registration with the Corporate Affairs Commission. The document typically includes detailed provisions on the pledge mechanism, enforcement rights, voting arrangements, and dividend treatments, along with necessary corporate authorizations and perfection requirements specific to the Nigerian jurisdiction.

What sections should be included in a Share Pledge Agreement?

1. Parties: Identification of the Pledgor(s) and Pledgee(s) with full legal names and addresses

2. Background: Context of the pledge arrangement, including reference to any underlying facility or primary obligations

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Grant of Security Interest: Core provision establishing the pledge and security interest over the shares

5. Secured Obligations: Clear description of the obligations secured by the share pledge

6. Representations and Warranties: Pledgor's representations regarding ownership, authority, and status of pledged shares

7. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares

8. Rights and Obligations: Respective rights and obligations of both parties during the pledge period

9. Events of Default: Circumstances constituting default under the agreement

10. Enforcement: Rights and procedures for enforcing the pledge upon default

11. Power of Attorney: Appointment of Pledgee as attorney for enforcement purposes

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, amendments, and counterparts

What sections are optional to include in a Share Pledge Agreement?

1. Dividend Rights: Specific arrangements for handling dividends during the pledge period - include when dividends are material to the transaction

2. Voting Rights: Arrangements for exercising voting rights - include when voting control is negotiated separately

3. Further Assurance: Additional obligations to perfect the security - include for complex cross-border transactions

4. Tax Provisions: Specific tax-related obligations and allocations - include when tax implications are significant

5. Additional Security: Provisions for additional security interests - include when multiple forms of security are involved

6. Share Transfer Restrictions: Additional restrictions on share transfers - include when specific transfer limitations are required

7. Multiple Pledgors: Specific provisions for multiple pledgors - include when there is more than one pledgor

What schedules should be included in a Share Pledge Agreement?

1. Schedule 1 - Details of the Pledged Shares: Detailed description of pledged shares including share certificate numbers, class, and quantity

2. Schedule 2 - Form of Notice to Company: Template notice to be sent to the company whose shares are being pledged

3. Schedule 3 - Form of Acknowledgment: Template acknowledgment from the company regarding the pledge

4. Schedule 4 - Share Transfer Form: Blank share transfer form signed by Pledgor for enforcement purposes

5. Schedule 5 - Corporate Authorizations: List of required corporate approvals and resolutions

6. Schedule 6 - Secured Obligations: Detailed description of the underlying obligations being secured

7. Appendix A - Relevant Corporate Documents: Copies of relevant corporate documents including board resolutions and shareholder approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Document Type

Agreement Contract

Cost

Free to use

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