The Shares Subscription Agreement is a crucial document in Nigerian corporate transactions, used when a company seeks to issue new shares to raise capital or bring in strategic investors. This agreement, governed by Nigerian law and particularly the Companies and Allied Matters Act (CAMA) 2020, serves as the primary document establishing the terms of share subscription, including payment obligations, representations, warranties, and conditions precedent. It's essential for both private and public companies, though public companies must also comply with additional Securities and Exchange Commission requirements. The document typically includes detailed provisions about the company's share capital structure, valuation, investor rights, and completion mechanics. It's particularly important in the context of startup funding, corporate expansions, and strategic investments, where clear documentation of share ownership and rights is crucial for future corporate governance and potential exits.
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1. Parties: Identification of the Company and the Subscriber(s), including their full legal names, registration details, and addresses
2. Background: Context of the share subscription, including current share capital structure and reason for the subscription
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
6. Completion: Process and requirements for completing the subscription, including timing and deliverables
7. Company's Warranties and Representations: Warranties about the company's status, share capital, and authority to issue shares
8. Subscriber's Warranties and Representations: Warranties about the subscriber's capacity, authority, and financial ability to subscribe
9. Confidentiality: Obligations regarding confidential information shared during the transaction
10. Notices: Process and requirements for formal communications between parties
11. General Provisions: Standard clauses including entire agreement, amendments, governing law, and dispute resolution
12. Execution: Signature blocks and execution formalities
1. Anti-Dilution Rights: Protection for subscriber against future share issuances that might dilute their shareholding
2. Tag-Along Rights: Right of subscriber to join in sale of shares by other shareholders
3. Pre-emptive Rights: Right of first refusal on future share issuances
4. Board Representation: Rights of subscriber to appoint directors, used when subscription gives significant shareholding
5. Foreign Investment Provisions: Special provisions required for foreign subscribers
6. Dividend Rights: Special dividend rights attached to the subscribed shares
7. Exit Rights: Provisions regarding future sale or IPO of the company
8. Regulatory Compliance: Special provisions for regulated industries or listed companies
1. Share Capital Structure: Details of the company's share capital before and after subscription
2. Subscription Details: Detailed breakdown of shares being subscribed for, including class, numbers, and prices
3. Conditions Precedent Checklist: List of all conditions to be satisfied before completion
4. Completion Checklist: List of all documents and actions required at completion
5. Company Information: Key corporate information including directors, officers, and material contracts
6. Form of Share Certificate: Template of share certificate to be issued
7. Corporate Authorizations: Copies of board and shareholder resolutions approving the subscription
8. Disclosure Schedule: Exceptions to warranties and representations made by the company
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