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Stock Escrow Agreement Template for Nigeria

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Key Requirements PROMPT example:

Stock Escrow Agreement

"I need a Stock Escrow Agreement under Nigerian law for holding 250,000 shares of TechCore Solutions Ltd as part of an M&A deal, with release conditions tied to the target company achieving NGN 500M revenue by March 2025."

Document background
The Stock Escrow Agreement is a critical document used in Nigerian corporate transactions where shares need to be held by a neutral third party pending the fulfillment of certain conditions or obligations. This arrangement is commonly used in mergers and acquisitions, corporate restructurings, employee stock ownership plans, or as security for business transactions. The agreement must comply with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and relevant SEC regulations. It details the escrow mechanism, parties' rights and obligations, conditions for release, and the escrow agent's duties. The document is essential for protecting all parties' interests by ensuring secure share custody and clear release terms.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement: the Stockholder(s), the Beneficiary, and the Escrow Agent

2. Background: Recitals explaining the context of the agreement, including the underlying transaction necessitating the escrow arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment of Escrow Agent: Formal appointment of the escrow agent and acceptance of the role

5. Deposit of Escrow Shares: Details of the shares to be placed in escrow, including quantity, class, and timing of deposit

6. Escrow Period: Duration of the escrow arrangement and any conditions for extension or early termination

7. Rights and Restrictions: Limitations on transfer, voting rights, and other restrictions on the escrowed shares

8. Release Conditions: Specific conditions that must be met for the release of shares from escrow

9. Escrow Agent's Duties: Detailed responsibilities and obligations of the escrow agent

10. Fees and Expenses: Compensation for the escrow agent and allocation of costs

11. Indemnification: Protection of the escrow agent from claims arising from their role

12. Termination: Circumstances and process for terminating the agreement

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

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

15. General Provisions: Standard boilerplate clauses including amendments, assignment, and severability

Optional Sections

1. Dividend Rights: Specifies treatment of dividends during escrow period - include when shares may generate dividends during escrow

2. Tax Provisions: Addresses tax implications and responsibilities - include when tax considerations are significant

3. Digital Certificate Handling: Procedures for managing digital share certificates - include for dematerialized shares

4. Dispute Resolution: Detailed arbitration or mediation procedures - include when parties prefer alternative dispute resolution

5. Force Majeure: Provisions for unforeseen circumstances - include when extended escrow periods are contemplated

6. Regulatory Compliance: Specific provisions addressing SEC or NSE requirements - include for listed companies

7. Confidentiality: Detailed confidentiality obligations - include when sensitive information is involved

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares including certificate numbers, class, and quantity

2. Schedule 2 - Release Schedule: Timetable or conditions for phased release of shares if applicable

3. Schedule 3 - Escrow Agent's Fees: Detailed fee structure and payment terms for escrow services

4. Schedule 4 - Release Notice Form: Template for requesting release of shares from escrow

5. Schedule 5 - Authorized Signatories: List of persons authorized to give instructions regarding the escrow

6. Appendix A - Share Certificates: Copies of share certificates or digital certificate details

7. Appendix B - Corporate Authorizations: Relevant board resolutions and corporate approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






































Clauses






























Relevant Industries

Banking & Finance

Investment Services

Corporate Services

Legal Services

Financial Technology

Manufacturing

Real Estate

Technology

Energy & Resources

Telecommunications

Professional Services

Private Equity

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Treasury

Corporate Development

Risk Management

Investment Banking

Corporate Actions

Corporate Governance

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Compliance Officer

Investment Manager

Mergers & Acquisitions Director

Treasury Manager

Corporate Governance Officer

Risk Manager

Securities Administrator

Trust Officer

Corporate Actions Manager

Legal Director

Investment Banker

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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