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1. Parties: Identification of the Company, Investor(s), and any other relevant parties including their registration details and addresses
2. Background: Context of the investment, brief description of the Company's business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Investment Terms: Details of the investment amount, number and class of shares, price per share, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
6. Completion: Process and requirements for closing the investment, including timing and delivery of documents
7. Warranties and Representations: Standard warranties and representations from both the Company and the Investor
8. Covenants: Ongoing obligations of the Company and other parties post-investment
9. Board and Management: Provisions regarding board composition, appointment rights, and management structure
10. Information Rights: Investor's rights to receive financial and other company information
11. Share Transfer Restrictions: Limitations on the transfer of shares and related procedures
12. Exit Rights: Provisions for eventual exit including tag-along and drag-along rights
13. Confidentiality: Obligations regarding confidential information
14. Notices: Process for giving formal notices under the agreement
15. Governing Law and Dispute Resolution: Choice of Nigerian law and dispute resolution mechanisms
1. Anti-dilution Protection: Protection for investors against future dilution of their shareholding, used when dealing with sophisticated investors
2. Preferred Rights: Special rights attached to preferred shares, if the investment involves preferred stock
3. Foreign Investment Provisions: Additional provisions required for foreign investors, including currency considerations and NIPC requirements
4. Founders' Commitments: Specific obligations of founders including non-compete and continued involvement, used when founders are key to the business
5. Pre-emptive Rights: Rights of first refusal on future share issues, typically included for significant investors
6. Corporate Governance Requirements: Specific corporate governance standards, usually included for larger investments or regulated industries
7. Environmental and Social Requirements: Specific environmental and social standards, included when relevant to the industry or investor requirements
1. Schedule 1: Company Information: Detailed corporate information including share capital structure, subsidiaries, and material contracts
2. Schedule 2: Warranties: Detailed warranties given by the Company and/or founding shareholders
3. Schedule 3: Conditions Precedent: Detailed list of all conditions precedent to completion
4. Schedule 4: Completion Requirements: Detailed list of completion deliverables and actions
5. Schedule 5: Reserved Matters: List of actions requiring investor consent
6. Schedule 6: Management Accounts: Latest management accounts of the Company
7. Appendix A: Share Certificate Form: Form of share certificate to be issued
8. Appendix B: Board Resolution: Form of board resolution approving the investment
9. Appendix C: Disclosure Letter: Disclosures against the warranties
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