Sample Of Shareholders Agreement In Nigeria

Depending on the preference of the parties, the towing provision may be included to protect the rights of the majority shareholder. This provision allows a majority shareholder willing to sell its shares in a merger or acquisition to compel minority shareholders (who are not normally willing to sell their shares) to sell their shares at a fair price. 5.4 When the shareholders accept the offer mentioned in the issue communication, the shareholders will subscribe to the shares issued in accordance with the issue communication and will make a written subscription in accordance with it, which will be immediately accepted by the company. Shareholders have the right to subscribe for and acquire the issued shares in the shares they have agreed upon or, if they do not agree, in their ordinary shares. Protection of minorities – These clauses provide minority shareholders with some protection. 3.5 If more than one Bidder has given the Seller a Notice of Purchase in which it declares that it is willing to purchase the Shares offered for purchase of the Offered Shares, the Purchasers acquire all the Shares containing the Offered Shares in the report on which they are able to agree or, in the absence of an agreement, in the common shares of each Buyer. calculated without reference to the seller`s actions. In Nigeria, shareholder agreements are generally governed by contract law and the Companies and Allied Matters Act (CAMA) 2004. The CAMA regulates the scope of the shareholders` agreement, while other issues lie to a large extent in the area of contracts. The CAMA also contain provisions governing the activities of Nigerian companies and the mandatory provisions of the Law cannot be amended in the context of a shareholders` agreement[2]. A well-developed shareholders` agreement should therefore pay tribute to the provisions of the CAMA and the general laws on contracts. (This section simply gives a smaller shareholder the right to “participate” when a group of shareholders holding a majority of shares wishes to sell their shares. If most shareholders receive an offer from a buyer for 100% of the company, some shareholders may be “dragged” and forced to sell their shares) The absence of a (well-prepared) shareholders` agreement in your startup could decide or break your startup or business, wouldn`t you prefer to fix it today before it`s too late? This provision allows minority shareholders to be shareholders whose stake in the company is less than 50%.

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Tjip de Jong

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