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The Note Subscription Agreement is a crucial document used in Nigerian corporate finance transactions when a company wishes to raise funds through the issuance of notes or debt securities. It serves as the primary contractual framework between the issuer and the subscriber(s), detailing all aspects of the note issuance including subscription price, interest rates, maturity dates, and redemption terms. This agreement must be structured to comply with Nigerian securities regulations, particularly those set by the Securities and Exchange Commission and the Central Bank of Nigeria. It's commonly used for both private placements and public offerings, and can accommodate various types of notes including secured, unsecured, convertible, and regulatory capital instruments. The document typically requires registration with relevant Nigerian authorities and may need to address specific local law requirements regarding foreign investment if international investors are involved.

1. Parties: Identifies the issuer, subscriber(s), and any other relevant parties to the agreement

2. Background: Sets out the context of the note issuance and the purpose of the agreement

3. Definitions and Interpretation: Defines key terms used in the agreement and establishes interpretation principles

4. Subscription and Issuance: Details the terms of the note subscription, including amount, price, and closing mechanics

5. Payment Terms: Specifies the payment obligations, including interest rates, payment dates, and calculation methods

6. Conditions Precedent: Lists the conditions that must be satisfied before the subscription becomes effective

7. Representations and Warranties: Contains statements of fact and assurances from both the issuer and subscriber

8. Covenants: Sets out ongoing obligations of the parties during the term of the notes

9. Events of Default: Defines circumstances that constitute default and the consequences thereof

10. Tax Provisions: Addresses tax implications and responsibilities

11. Transferability: Specifies conditions and restrictions on transfer of the notes

12. Notices: Details how formal communications between parties should be made

13. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for disputes

14. General Provisions: Contains standard boilerplate provisions including amendments, waivers, and severability