The Shareholder Investment Agreement is a crucial document used when new investors are acquiring shares in a Nigerian company, whether through primary issuance or secondary purchase. It serves as the primary contract governing the relationship between the company, its existing shareholders, and new investors, detailing their respective rights and obligations. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act, and where applicable, the Nigerian Investment Promotion Commission Act for foreign investments. This document is essential for protecting investor interests, establishing corporate governance frameworks, and providing clear mechanisms for future exits. It includes comprehensive provisions for share transfers, anti-dilution protection, information rights, and dispute resolution, tailored to the Nigerian legal and business environment.
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1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investor(s)
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms
5. Completion: Conditions precedent, completion obligations, and timing for the investment
6. Warranties and Representations: Standard warranties from the company and existing shareholders
7. Corporate Governance: Board composition, appointment rights, and decision-making processes
8. Shareholder Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders
9. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
10. Reserved Matters: List of decisions requiring special majority or investor consent
11. Information Rights: Investor's rights to financial and operational information
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of the agreement and termination provisions
14. Dispute Resolution: Process for resolving disputes including jurisdiction and applicable law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Anti-dilution Protection: Protection for investors against future share issuances at lower valuations
2. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake
3. Drag-Along Rights: Right of majority shareholders to force minority to join in sale
4. Pre-emptive Rights: Right of existing shareholders to participate in future share issues
5. Employee Share Option Pool: Provisions for employee share schemes if planned
6. Industry-Specific Regulations: Additional provisions for regulated industries (e.g., banking, insurance)
7. Environmental and Social Compliance: For investments with ESG requirements
8. Technology Rights: For technology companies, provisions regarding IP ownership and licensing
9. Foreign Investment Provisions: Special provisions for foreign investors regarding forex and fund repatriation
1. Schedule 1: Company Information: Details of company registration, directors, and share capital structure
2. Schedule 2: Warranties: Detailed warranties given by the company and existing shareholders
3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4: Completion Obligations: Detailed list of documents and actions required at completion
5. Schedule 5: Business Plan: Company's business plan and financial projections
6. Schedule 6: Key Personnel: Details of key management and their service agreements
7. Schedule 7: Existing Encumbrances: List of existing charges or encumbrances on company assets
8. Appendix A: Share Certificate Form: Template for share certificates to be issued
9. Appendix B: Board Resolution Templates: Standard templates for required board resolutions
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