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Share Subscription And Shareholders Agreement
"I need a Share Subscription and Shareholders Agreement for my Australian technology startup to bring in two angel investors who will collectively invest AUD 500,000 for a 20% stake, with completion planned for March 2025 and including standard minority investor protections."
1. Parties: Identification of all parties including the company, existing shareholders, and new investors
2. Background: Context of the transaction, company status, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Share Subscription: Details of shares being issued, subscription price, and payment terms
5. Completion: Conditions precedent, completion obligations, and timing
6. Warranties and Representations: Company and shareholder warranties regarding the business and shares
7. Board Composition: Structure of the board, appointment rights, and voting mechanisms
8. Shareholder Meetings: Procedures for calling and conducting shareholder meetings
9. Reserved Matters: Decisions requiring special majority or unanimous approval
10. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
11. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions
12. Dividend Policy: Framework for declaration and payment of dividends
13. Confidentiality: Protection of company and shareholder confidential information
14. Dispute Resolution: Process for resolving disputes between shareholders
15. Term and Termination: Duration of the agreement and termination provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Rights: Protection for investors against future share issues at lower valuations
2. Preferred Rights: Special rights attached to preferred shares if applicable
3. Employee Share Scheme: Framework for issuing shares to employees if relevant
4. IPO Rights: Provisions governing potential future public listing
5. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances
6. Non-Compete and Non-Solicit: Restrictions on competitive activities by shareholders
7. Multiple Closing Provisions: For transactions with multiple investment tranches
8. Foreign Investment Provisions: Special provisions for foreign investors if applicable
9. Management Rights: Special rights for shareholders involved in management
1. Share Capital Table: Current and post-completion shareholding structure
2. Subscription Details: Detailed breakdown of share subscription amounts and payment terms
3. Company Information: Key company details including registration information and officers
4. Form of Deed of Accession: Template for new shareholders to join the agreement
5. Reserved Matters List: Comprehensive list of matters requiring special approval
6. Business Plan: Current business plan and financial projections
7. Company Warranties: Detailed warranties about the company's business and affairs
8. Key Management Contracts: Summary or copies of key management agreements
9. Completion Obligations Checklist: List of actions required for completion of the subscription
Authors
Affiliate
Anti-Dilution Rights
ASX
Board
Business
Business Day
Business Plan
Call Option
Completion
Completion Date
Confidential Information
Constitution
Control
Deed of Accession
Director
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Fair Market Value
Financial Year
First Right of Refusal
Fully Diluted Basis
General Meeting
Group
Group Company
Holding Company
Independent Expert
Initial Public Offering
Insolvency Event
Intellectual Property Rights
Investment Amount
Investor Director
Issue Price
Key Management Personnel
Majority Shareholders
Material Adverse Change
New Securities
Observer
Ordinary Shares
Permitted Transfer
Pre-emptive Rights
Preference Shares
Pro Rata Share
Put Option
Qualified IPO
Related Body Corporate
Related Party
Reserved Matters
Share Capital
Shareholder
Shareholders Resolution
Shares
Special Resolution
Subscription Amount
Subscription Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer Notice
Transferring Shareholder
Valuation
Warranties
Definitions
Share Subscription
Payment Terms
Conditions Precedent
Completion Obligations
Warranties and Representations
Board Composition
Directors' Appointment Rights
Management Rights
Shareholder Meetings
Reserved Matters
Voting Rights
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Information Rights
Dividend Policy
Exit Provisions
IPO Rights
Put and Call Options
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Good Faith
Dispute Resolution
Default
Termination
Assignment
Notices
Costs
Governing Law
Jurisdiction
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Mining and Resources
Retail
Professional Services
Agriculture
Renewable Energy
E-commerce
Biotechnology
Education
Telecommunications
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Investment
Corporate Secretariat
Risk Management
Strategy
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Investment Manager
Managing Director
Board Director
General Counsel
Investment Analyst
Corporate Advisory Manager
Venture Capital Associate
Private Equity Manager
Business Development Director
Finance Director
Compliance Officer
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