The Equity Ownership Agreement is a crucial document for any company operating in Nigeria that wishes to formalize its shareholding structure and relationships. It becomes particularly important during investment rounds, corporate restructuring, or when establishing new business ventures. This agreement, governed by Nigerian law and specifically the Companies and Allied Matters Act (CAMA) 2020, serves multiple purposes including defining ownership rights, establishing governance mechanisms, and protecting shareholder interests. It typically includes provisions for share transfers, voting rights, dividend policies, and exit mechanisms. The document is essential for both startups seeking investment and established companies managing their ownership structure, requiring careful consideration of local regulatory requirements and market practices.
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1. Parties: Identifies all parties to the agreement, including full legal names and addresses
2. Background: Provides context for the agreement, including company information and purpose of the equity transfer
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Share Capital and Ownership Structure: Details the company's share capital, classes of shares, and ownership percentages
5. Consideration and Payment Terms: Specifies the payment terms for the equity acquisition
6. Completion and Conditions Precedent: Lists conditions that must be met before the agreement becomes effective
7. Representations and Warranties: Contains statements of fact and assurances from all parties
8. Management and Control: Outlines corporate governance structure and decision-making processes
9. Shareholders' Rights and Obligations: Details rights and responsibilities of shareholders
10. Transfer Restrictions: Specifies limitations on share transfers and right of first refusal provisions
11. Confidentiality: Establishes confidentiality obligations regarding company information
12. Dispute Resolution: Outlines process for resolving disputes between parties
13. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction
14. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along and Drag-Along Rights: Include when minority shareholder protection or exit mechanisms are required
2. Pre-emptive Rights: Include when existing shareholders should have rights to maintain ownership percentage in new share issues
3. Foreign Investment Provisions: Include when any shareholder is a foreign entity, addressing NIPC requirements
4. Preferred Share Rights: Include when the agreement involves preferred shares with special rights
5. Anti-dilution Protection: Include when investors require protection against future dilutive share issuances
6. Put and Call Options: Include when parties want specific exit rights
7. Employee Share Ownership: Include when agreement involves employee share schemes
8. Dividend Policy: Include when specific dividend distribution rules are required
1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share classes, numbers, and ownership percentages
2. Schedule 2: Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4: Company Information: Detailed company information including registration details and existing charges
5. Schedule 5: Deed of Adherence: Template for new shareholders to become bound by the agreement
6. Schedule 6: Initial Business Plan: Company's business plan and financial projections
7. Schedule 7: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
8. Appendix A: Board Resolution: Copy of board resolution approving the equity transfer
9. Appendix B: Corporate Authorizations: Copies of relevant corporate authorizations and regulatory approvals
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