Cornerstone Investment Agreement Template for Nigeria

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Key Requirements PROMPT example:

Cornerstone Investment Agreement

"I need a Cornerstone Investment Agreement for a foreign institutional investor making a $50M investment in our Nigerian fintech company, with the completion planned for March 2025 and including provisions for board representation and anti-dilution rights."

Document background
The Cornerstone Investment Agreement is a sophisticated legal instrument used in Nigerian corporate transactions when a significant investor (cornerstone investor) commits to making a substantial investment in a company. This agreement is particularly crucial in the context of pre-IPO investments, major funding rounds, or strategic corporate restructurings. It is governed by Nigerian law and must comply with various regulations including the Investment and Securities Act 2007, Companies and Allied Matters Act 2020, and relevant Securities and Exchange Commission rules. The document typically details the investment terms, share subscription mechanics, investor protections, governance rights, and ongoing obligations of all parties. It's commonly used when companies seek to secure anchor investors who can provide both capital and strategic value, often serving as a foundation for larger fundraising efforts or corporate developments.
Suggested Sections

1. Parties: Details of the company, cornerstone investor, and any other relevant parties

2. Background: Context of the investment, company's business, and transaction rationale

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Investment Terms: Details of investment amount, subscription shares, and price

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Pre-completion Obligations: Obligations of parties between signing and completion

7. Completion Mechanics: Process and requirements for completing the investment

8. Representations and Warranties: Company and investor representations and warranties

9. Lock-up and Transfer Restrictions: Restrictions on share transfers and lock-up period

10. Information Rights: Investor's rights to company information and reports

11. Confidentiality: Obligations regarding confidential information

12. Termination: Circumstances and process for agreement termination

13. Notices: Process for formal communications between parties

14. General Provisions: Standard legal provisions including governing law, dispute resolution

Optional Sections

1. Board Nomination Rights: Rights of investor to nominate board members - include if agreed

2. Anti-dilution Rights: Protection against dilution - include if offered to investor

3. Tag-Along Rights: Right to join in sale of shares - include if negotiated

4. Regulatory Compliance: Specific regulatory obligations - include if special regulations apply

5. Future Funding Rights: Rights in future funding rounds - include if agreed

6. IPO Rights: Rights relating to future IPO - include if contemplated

7. Environmental and Social Compliance: ESG requirements - include if investor requires

8. Local Content Requirements: Nigerian local content obligations - include if applicable to sector

Suggested Schedules

1. Company Information: Detailed corporate information and structure

2. Warranties: Detailed warranties given by the company

3. Completion Requirements: Detailed list of completion deliverables and requirements

4. Form of Share Certificate: Template for share certificate to be issued

5. Key Management: Details of key management personnel

6. Material Contracts: List and summary of material contracts

7. Regulatory Approvals: List of required regulatory approvals

8. Disclosure Letter: Exceptions and qualifications to warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Financial Services

Technology

Energy and Natural Resources

Manufacturing

Infrastructure

Telecommunications

Healthcare

Real Estate

Agriculture

Fast-Moving Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Corporate Secretariat

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Investment Director

Corporate Finance Manager

Company Secretary

Legal Counsel

Investment Manager

Corporate Development Director

Compliance Officer

Finance Director

Board Director

Investment Banker

Private Equity Manager

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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