A Share Charge Agreement is a crucial security document used in Nigerian financial and corporate transactions where shares are provided as collateral for obligations or debts. This document is commonly used in loan transactions, corporate restructurings, and investment arrangements where lenders or investors require security over shares in Nigerian companies. The agreement must comply with Nigerian law, particularly the Companies and Allied Matters Act 2020 and the Secured Transactions in Movable Assets Act 2017. It includes detailed provisions on the creation and perfection of the security interest, management of the charged shares, voting rights, dividend distributions, and enforcement mechanisms. The document requires registration with the Corporate Affairs Commission and proper stamping to be fully effective under Nigerian law.
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1. Parties: Identifies the Chargor (share owner), Chargee (security beneficiary), and the Company whose shares are being charged
2. Background: Describes the underlying transaction or debt and the purpose of the share charge
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Creation of Charge: Establishes the security interest over the shares, including the scope and nature of the charge
5. Perfection Requirements: Details the steps required to perfect the security, including registration with CAC and any necessary stamps or filings
6. Representations and Warranties: Chargor's confirmations regarding ownership, authority, and absence of encumbrances on the shares
7. Covenants: Ongoing obligations of the Chargor regarding the charged shares and maintenance of the security
8. Rights to Dividends and Voting: Specifies how dividends are treated and who can exercise voting rights before and after enforcement
9. Events of Default: Lists circumstances that trigger enforcement rights
10. Enforcement: Details the Chargee's rights and procedures for enforcing the security
11. Power of Attorney: Grants the Chargee power to execute documents and take actions in relation to the charged shares
12. Further Assurance: Obligation to execute additional documents or take actions to perfect or protect the security
13. Notices: Specifies how formal communications between parties should be made
14. Assignment and Transfer: Rules regarding transfer of rights under the agreement
15. Governing Law and Jurisdiction: Confirms Nigerian law as governing law and specifies courts having jurisdiction
1. Security Agent Provisions: Required when there are multiple creditors and a security agent is appointed
2. Regulatory Compliance: Required when charged shares are in a regulated entity (e.g., bank, insurance company)
3. Priority Arrangements: Needed when there are multiple security interests or intercreditor arrangements
4. Share Transfer Restrictions: Additional provisions required when there are pre-existing restrictions on share transfers
5. Currency Provisions: Required when the underlying obligation is in foreign currency
6. Tax Provisions: Detailed tax provisions needed when specific tax implications need to be addressed
1. Schedule 1 - Share Details: Details of the charged shares including share certificate numbers, class, and number of shares
2. Schedule 2 - Form of Notice to Company: Template notice to be sent to the Company regarding the creation of the charge
3. Schedule 3 - Form of Acknowledgment: Template acknowledgment to be obtained from the Company
4. Schedule 4 - Corporate Authorizations: List of required corporate approvals and resolutions
5. Schedule 5 - Share Transfer Form: Blank share transfer form signed by the Chargor for enforcement purposes
6. Schedule 6 - Shareholders' Resolutions: Any required shareholder resolutions or waivers
7. Schedule 7 - Registration Requirements: Checklist of registration requirements with various authorities
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