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1. Parties: Identification of all parties to the agreement, including the Company, existing shareholders (sellers), and subscriber(s)/purchaser(s)

2. Background: Recitals explaining the context of the transaction, including current shareholding structure and intention of the parties

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Subscription and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Completion: Details of when, where, and how completion will take place, including actions required at completion

7. Payment Terms: Structure and timing of payments, including any deposit or escrow arrangements

8. Warranties and Representations: Warranties given by the company, existing shareholders, and subscribers/purchasers

9. Covenants: Pre and post-completion obligations of all parties

10. Share Rights: Description of the rights attached to the shares being subscribed for/purchased

11. Restrictions on Transfer: Limitations on future transfer of shares and any lock-up periods

12. Confidentiality: Obligations regarding confidential information and announcements

13. Notices: Process for giving formal notices under the agreement

14. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

15. Boilerplate Provisions: Standard clauses including severability, entire agreement, variation, and counterparts

1. Share Capital and Shareholding Structure: Details of current and post-completion shareholding structure

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed warranties given by the parties

5. Company Information: Key information about the company including corporate documents, licenses, and material contracts

6. Disclosure Letter: Exceptions and qualifications to the warranties

7. Form of Share Certificate: Template for new share certificates to be issued

8. Board Resolutions: Form of board resolutions approving the transaction

9. Deed of Adherence: Form for new shareholders to adhere to existing shareholders' agreement if applicable