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Share Distribution Agreement

Share Distribution Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Distribution Agreement

"I need a Share Distribution Agreement for my Nigerian tech startup to distribute 100,000 ordinary shares to 50 employees as part of our employee stock ownership plan, with a one-year lock-up period starting from March 2025."

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Document background
The Share Distribution Agreement is a crucial document used when a company in Nigeria needs to implement a structured distribution of its shares, whether for employee stock options, corporate restructuring, or initial share allocations. This agreement is essential for ensuring compliance with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020 and SEC regulations. It provides a comprehensive framework for share distribution, including detailed terms about share classification, distribution mechanics, pricing, transfer restrictions, and regulatory compliance. The document is particularly important in the Nigerian context where corporate governance and securities regulations require specific procedures and disclosures for share transactions. It serves as both a legal compliance tool and a practical guide for implementing share distribution programs while protecting the interests of all involved parties.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, distributors, and any other relevant stakeholders

2. Background: Context of the agreement, including company information and purpose of the share distribution

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Share Details: Specification of share class, number, par value, and other relevant characteristics

5. Distribution Structure: Framework and mechanism for share distribution, including allocation methods and timing

6. Pricing and Payment Terms: Details of share pricing, payment methods, and related financial terms

7. Representations and Warranties: Statements of fact and guarantees by all parties regarding their capacity and authority

8. Regulatory Compliance: Obligations regarding compliance with Nigerian securities laws and regulations

9. Transfer Restrictions: Limitations and conditions on the transfer of distributed shares

10. Confidentiality: Provisions regarding confidential information handling and protection

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

12. Dispute Resolution: Procedures for handling disputes, including jurisdiction and applicable law

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

Optional Sections

1. Lock-up Period: Restrictions on share sales for a specified period, used when stability in shareholding is required

2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares, included when protecting minority interests

3. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale, used in potential exit scenarios

4. Foreign Investment Provisions: Special provisions for foreign investors, included when non-Nigerian parties are involved

5. Share Buyback Options: Company's right to repurchase shares, included when control over share circulation is desired

6. Anti-dilution Protection: Protections against share value dilution, used for significant stakeholders

7. Performance Conditions: Conditions tied to share distribution, used in performance-based distribution schemes

Suggested Schedules

1. Share Certificate Specimen: Sample of the share certificate format

2. Distribution Timeline: Detailed timeline for the share distribution process

3. Pricing Mechanism: Detailed calculation methods for share pricing

4. Corporate Authorizations: Copies of relevant board and shareholder resolutions

5. Regulatory Approvals: Copies of required SEC and other regulatory approvals

6. Shareholder Information: Details of existing shareholders and their holdings

7. Transfer Forms: Standard forms for share transfers

8. KYC Requirements: List of required documentation for share recipients

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














































Clauses






























Relevant Industries

Financial Services

Banking

Technology

Manufacturing

Energy and Natural Resources

Telecommunications

Real Estate

Healthcare

Consumer Goods

Professional Services

Agriculture

Mining

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Human Resources

Risk Management

Investment

Treasury

Corporate Governance

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Investment Manager

Corporate Governance Officer

Finance Director

Human Resources Director

Board Director

Share Registrar

Corporate Trustee

Investment Banker

Financial Controller

Risk Manager

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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