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Amended And Restated Shareholders Agreement

Amended And Restated Shareholders Agreement Template for Nigeria

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Key Requirements PROMPT example:

Amended And Restated Shareholders Agreement

"I need an Amended and Restated Shareholders Agreement for our Nigerian technology company to accommodate a new foreign investor acquiring 30% stake, with updated board composition and anti-dilution provisions to be effective from March 2025."

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Document background
An Amended and Restated Shareholders Agreement becomes necessary when significant changes occur in a company's ownership structure, governance arrangements, or business operations that require substantial modifications to the original shareholders agreement. This document is particularly relevant in the Nigerian business context where companies may undergo ownership changes, bring in new investors, or need to update their governance structures to align with the Companies and Allied Matters Act (CAMA) 2020. The agreement consolidates all previous amendments and new terms into a single, comprehensive document that governs shareholder relationships, voting rights, share transfers, dividend policies, and other key aspects of corporate governance. It's especially useful for companies that have experienced multiple amendments to their original shareholders agreement and want to maintain clarity and ease of reference in their governing documents.
Suggested Sections

1. Parties: Identification of all shareholders and the company, including registration details as required under Nigerian law

2. Background: Context of the original agreement, reason for amendment and restatement, and current shareholding structure

3. Definitions and Interpretation: Comprehensive definitions including both original and new terms, and interpretation rules

4. Amendment and Restatement: Clear statement that this agreement amends and restates the original agreement in its entirety

5. Share Capital and Shareholding: Current share capital structure, classes of shares, and shareholding percentages

6. Share Transfer Restrictions: Restrictions on transfer of shares, right of first refusal, tag-along and drag-along rights

7. Corporate Governance: Board composition, appointment rights, voting requirements, and meeting procedures

8. Shareholders Meetings: Procedures for convening and conducting shareholders meetings, voting rights and quorum requirements

9. Reserved Matters: Decisions requiring special majority or unanimous consent

10. Dividend Policy: Framework for declaration and distribution of dividends

11. Information Rights: Shareholders' rights to company information and financial reports

12. Confidentiality: Obligations regarding confidential information and trade secrets

13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

14. Term and Termination: Duration of the agreement and circumstances for termination

15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issuances - include if future capital raises are anticipated

2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances - include if requested by major shareholders

3. Initial Public Offering (IPO) Rights: Provisions regarding future IPO process and rights - include if IPO is contemplated

4. Anti-dilution Protection: Protections against dilution for certain shareholders - include for venture capital or private equity investors

5. Management Provisions: Detailed provisions regarding day-to-day management - include for operational involvement of shareholders

6. Foreign Investment Provisions: Specific provisions relating to foreign shareholders - include if there are foreign investors

7. Deadlock Resolution: Specific procedures for resolving deadlock situations - include for 50/50 joint ventures

8. Environmental, Social and Governance (ESG): ESG commitments and reporting - include if required by institutional investors

Suggested Schedules

1. Schedule 1 - Details of the Company: Company registration details, share capital structure, and current directors

2. Schedule 2 - Current Shareholding: Detailed breakdown of current shareholding including share classes and numbers

3. Schedule 3 - Deed of Adherence: Form of deed for new shareholders joining the agreement

4. Schedule 4 - Reserved Matters: Detailed list of matters requiring special approval

5. Schedule 5 - Original Agreement: Copy of the original Shareholders Agreement being amended

6. Schedule 6 - Board Composition: Current and agreed future board composition

7. Schedule 7 - Business Plan: Current business plan and key performance indicators

8. Appendix A - Amendment Summary: Summary of key changes from original agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
































































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Relevant Industries

Oil and Gas

Financial Services

Technology

Manufacturing

Agriculture

Telecommunications

Real Estate

Healthcare

Retail and Consumer Goods

Infrastructure

Mining

Education

Transportation and Logistics

Energy

Entertainment and Media

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Management

Investment Relations

Finance

Risk Management

Corporate Affairs

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Company Secretary

Corporate Lawyer

Legal Director

Investment Manager

Board Director

Managing Director

Corporate Governance Officer

Compliance Officer

Chief Operating Officer

Investment Director

Shareholder Relations Manager

Corporate Advisory Manager

Legal Counsel

Board Secretary

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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