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Equity Stake Agreement
"I need an Equity Stake Agreement for a Nigerian tech startup, where a foreign venture capital firm is acquiring a 25% stake through a new share issuance, with completion planned for March 2025 and including specific provisions for tech industry IP protection and future funding rounds."
1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and incoming investor(s)
2. Background: Context of the transaction, including current shareholding structure and purpose of the investment
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Equity Stake Details: Details of the shares being issued/transferred, including class, number, and percentage of ownership
5. Consideration and Payment Terms: Purchase price, payment method, and timing of payments
6. Completion: Conditions precedent, completion mechanics, and timing
7. Warranties and Representations: Standard warranties from both parties regarding capacity, authority, and accuracy of information
8. Corporate Governance: Board composition, voting rights, and management participation
9. Transfer Restrictions: Limitations on future share transfers, including right of first refusal and tag-along rights
10. Confidentiality: Obligations regarding confidential information and announcements
11. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Pre-emptive Rights: Rights of existing shareholders to participate in future share issues - include when existing shareholders require protection against dilution
2. Foreign Investment Provisions: Special provisions required for foreign investors - include when investor is non-Nigerian
3. Industry-Specific Compliance: Specific regulatory compliance provisions - include for regulated industries like banking or insurance
4. Exit Rights: Provisions for future exit including put/call options - include for significant minority investments
5. Anti-dilution Protection: Protection against future dilution of shareholding - include for venture capital or strategic investors
6. Dividend Policy: Specific arrangements for dividend distributions - include when parties want predetermined dividend arrangements
7. Management Agreements: Terms of management participation - include when investor will take active management role
8. Environmental and Social Compliance: ESG compliance requirements - include for international investors or regulated industries
1. Share Capital and Shareholding Structure: Detailed breakdown of company's share capital and shareholding before and after transaction
2. Completion Obligations: List of documents and actions required for completion
3. Warranties: Detailed warranties given by the company and existing shareholders
4. Company Information: Key corporate information including assets, contracts, and employees
5. Board Regulations: Detailed procedures for board meetings and decision-making
6. Reserved Matters: List of decisions requiring special majority or investor consent
7. Share Valuation Methodology: Agreed method for valuing shares for future transfers or exits
8. Deed of Adherence: Template deed for future shareholders to join the agreement
Authors
Agreement
Board
Business Day
CAMA
CAC
Completion
Completion Date
Confidential Information
Consideration
Corporate Affairs Commission
Deed of Adherence
Directors
Effective Date
Encumbrance
Equity Securities
Event of Default
Exercise Notice
Exercise Period
Existing Shareholders
Fair Market Value
Financial Year
Group
Initial Public Offering
Investor
Material Adverse Change
New Securities
Ordinary Shares
Parties
Pre-emption Rights
Purchase Price
Related Party
Reserved Matters
SEC
Securities and Exchange Commission
Share Capital
Shareholders
Shares
Subsidiary
Tag-Along Right
Transfer
Valuation
Warranties
Definitions and Interpretation
Share Purchase
Consideration
Conditions Precedent
Completion
Warranties and Representations
Corporate Governance
Board Composition
Reserved Matters
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution
Information Rights
Management Participation
Dividend Rights
Exit Rights
Share Valuation
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Force Majeure
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Counterparts
Technology
Manufacturing
Financial Services
Real Estate
Energy
Healthcare
Agriculture
Telecommunications
Mining
Retail
Construction
Transportation
Education
Professional Services
Entertainment
Media
Hospitality
Fast-Moving Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Compliance
Risk Management
Corporate Secretariat
Executive Leadership
Board of Directors
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Finance Director
Corporate Secretary
Legal Counsel
Investment Manager
Corporate Finance Manager
Mergers & Acquisitions Director
Business Development Director
Risk Manager
Compliance Officer
Board Director
Investment Analyst
Private Equity Manager
Venture Capital Manager
Corporate Development Manager
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