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Direct Placement Agreement
"I need a Direct Placement Agreement for a Nigerian technology company issuing preferred shares to three foreign institutional investors, with specific provisions for foreign exchange considerations and quarterly dividend payments, targeting completion by March 2025."
1. Parties: Identification of the issuer company and the placee(s)
2. Background: Context of the placement, including company overview and purpose of the placement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. The Placement: Details of the securities being placed, including type, quantity, and price
5. Conditions Precedent: Conditions that must be satisfied before the placement becomes effective
6. Subscription and Payment Terms: Process and timing for subscription and payment for the placed securities
7. Closing Mechanics: Detailed procedure for completing the placement transaction
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Issuer Undertakings: Ongoing obligations of the issuer company
10. Placee Undertakings: Obligations and commitments of the placee
11. Regulatory Compliance: Compliance with SEC rules and other applicable regulations
12. Confidentiality: Provisions regarding confidential information
13. Termination: Circumstances under which the agreement can be terminated
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Lock-up Provisions: Restrictions on selling the placed securities for a specified period - include when required by regulators or negotiated by parties
2. Foreign Investment Provisions: Special provisions for foreign investors - include when placee is not Nigerian
3. Tax Provisions: Detailed tax treatment and obligations - include when complex tax structures are involved
4. Registration Rights: Rights regarding future registration of securities - include when negotiated by placee
5. Anti-dilution Protection: Protection against future dilution - include when negotiated by placee
6. Tag-Along Rights: Rights to participate in future sales - include for minority investor protection
1. Schedule 1 - Details of the Securities: Detailed description of the securities being placed
2. Schedule 2 - Conditions Precedent Documents: List of required documents and conditions to be satisfied
3. Schedule 3 - Form of Subscription Letter: Template for formal subscription notification
4. Schedule 4 - Closing Checklist: List of actions and documents required for closing
5. Schedule 5 - Corporate Information: Details of the issuer's corporate structure and capitalization
6. Appendix A - Required Regulatory Approvals: List of necessary regulatory approvals and their status
7. Appendix B - Form of Completion Certificate: Template for confirming completion of the placement
8. Appendix C - Transfer Restrictions: Details of any restrictions on transfer of the placed securities
Authors
Applicable Law
Board
Business Day
CAMA
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Corporate Authorizations
Disclosure Documents
Effective Date
Encumbrance
Event of Default
Financial Statements
Force Majeure
Group
ISA
Issuer
Long Stop Date
Material Adverse Change
Material Adverse Effect
Naira
Placee
Placement
Placement Documents
Placement Price
Placement Securities
Regulatory Approvals
Representatives
SEC
SEC Rules
Securities
Stamp Duty
Subscription Amount
Subscription Date
Subscription Letter
Subscription Price
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Placement Terms
Subscription
Payment
Conditions Precedent
Closing Mechanics
Representations and Warranties
Undertakings
Regulatory Compliance
Covenants
Securities Transfer
Anti-dilution
Confidentiality
Force Majeure
Termination
Default
Indemnification
Assignment
Notices
Costs and Expenses
Stamp Duty
Tax
Governing Law
Dispute Resolution
Entire Agreement
Amendments
Severability
Counterparts
Third Party Rights
Time of Essence
Financial Services
Energy and Natural Resources
Manufacturing
Technology
Real Estate
Healthcare
Infrastructure
Telecommunications
Agriculture
Consumer Goods
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Corporate Development
Risk Management
Investment Banking
Corporate Finance
Regulatory Affairs
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Officer
Compliance Officer
Finance Director
Legal Director
Investment Banking Director
Corporate Finance Manager
Treasury Manager
Risk Manager
Company Secretary
Securities Lawyer
Investment Analyst
Corporate Development Manager
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