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Subscription Agreement Private Placement
"I need a Subscription Agreement Private Placement for a Nigerian technology startup issuing Series A preferred shares to foreign investors, with a planned closing date of March 15, 2025, including specific provisions for foreign currency payments and repatriation of funds."
1. Parties: Identification of the issuing company and the subscriber
2. Background: Context of the private placement, including the type of securities being offered
3. Definitions: Key terms used throughout the agreement
4. Subscription and Payment: Details of the securities being subscribed for and payment terms
5. Closing Conditions: Conditions precedent to the completion of the subscription
6. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and the securities
7. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding their status, authority, and investment capacity
8. Covenants: Ongoing obligations of both parties
9. Indemnification: Provisions for compensation in case of breach or misrepresentation
10. Confidentiality: Protection of confidential information exchanged
11. Notices: Communication procedures between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
13. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Optional section for when existing shareholders are granted rights to join in the sale of shares
2. Drag-Along Rights: Optional section when majority shareholders can force minorities to join in a sale
3. Anti-Dilution Protection: Optional protection for investors against future dilutive issuances
4. Board Representation: Optional rights for substantial investors to appoint board members
5. Registration Rights: Optional rights relating to future public offerings
6. Foreign Investment Provisions: Required when subscribers include foreign investors
7. Currency Conversion: Required when payment is made in foreign currency
1. Subscription Details: Schedule detailing the number and class of securities, price per security, and total subscription amount
2. Form of Share Certificate: Template of the share certificate to be issued
3. Disclosure Schedule: Company disclosures and exceptions to representations and warranties
4. Corporate Authorizations: Copies of board and shareholder resolutions approving the issuance
5. KYC Requirements: List of required know-your-customer documentation
6. Risk Factors: Detailed description of investment risks
7. Company Information: Key information about the company's business, management, and financials
8. Investor Questionnaire: Form to confirm investor's qualification status
Authors
Agreement
Applicable Law
Board
Business Day
CAC
CAMA
Closing
Closing Date
Companies Regulations
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Corporate Documents
Directors
Effective Date
Encumbrance
Event of Default
Financial Year
Force Majeure
Governmental Authority
Investment and Securities Act
Investor
Issue Price
Issuing Company
KYC Documents
Material Adverse Change
Material Adverse Effect
Memorandum and Articles of Association
Nigerian Law
Notice
Parties
Person
Private Placement
Purchase Price
Qualifying Investor
Receiving Bank
Registrar
Regulatory Approvals
SEC
SEC Rules
Securities
Share Capital
Share Certificate
Shareholders
Shares
Subscriber
Subscription
Subscription Amount
Subscription Form
Subscription Period
Subscription Price
Subscription Shares
Transaction Documents
Transfer
Warranties
Working Day
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Closing Conditions
Share Issuance
Transfer Restrictions
Confidentiality
Anti-Money Laundering
Regulatory Compliance
Information Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Representation
Voting Rights
Dividend Rights
Exit Rights
Anti-Dilution
Default
Indemnification
Force Majeure
Termination
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Costs
Third Party Rights
Counterparts
Data Protection
Foreign Investment
Currency Exchange
Financial Services
Technology
Real Estate
Manufacturing
Energy
Healthcare
Agriculture
Infrastructure
Telecommunications
Mining
Consumer Goods
Professional Services
Legal
Finance
Compliance
Corporate Secretariat
Investment
Risk Management
Corporate Development
Treasury
Board of Directors
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Compliance Officer
Financial Controller
Investment Banker
Private Equity Manager
Fund Manager
Corporate Finance Director
Managing Director
Board Director
Risk Manager
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