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Shares Subscription Agreement
"I need a Shares Subscription Agreement for my tech startup company issuing 100,000 Series A preferred shares to a Singapore-based venture capital firm, with completion planned for March 2025 and including FIRB approval conditions."
1. Parties: Identifies the company issuing the shares and the subscriber(s)
2. Background: Sets out the context of the share subscription and the company's authority to issue the shares
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Subscription: Details the number, class and price of shares being subscribed for
5. Conditions Precedent: Lists the conditions that must be satisfied before completion can occur
6. Completion: Specifies when, where and how completion will take place, including actions required by each party
7. Company Warranties: Warranties given by the company regarding its status, share capital, and business
8. Subscriber Warranties: Warranties given by the subscriber regarding capacity, authority, and funding
9. Confidentiality: Obligations regarding confidential information shared during the transaction
10. Announcements: Requirements for public announcements about the share subscription
11. Costs and Stamp Duty: Allocation of transaction costs and stamp duty obligations
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Used when existing shareholders are given the right to join in the subscription on same terms
2. Pre-emptive Rights: Include when existing shareholders have rights of first refusal on new share issues
3. Board Appointment Rights: Used when the subscriber is to have the right to appoint directors
4. Anti-dilution Protection: Include when subscribers are to be protected against future dilutive share issues
5. Regulatory Compliance: Special provisions for compliance with specific regulatory requirements (e.g., FIRB approval)
6. Multiple Completion Dates: Used when the subscription will occur in tranches
7. Special Share Rights: Include when the subscribed shares carry special rights or restrictions
8. Drag-Along Rights: Used when majority shareholders can force minorities to join in future sales
1. Share Capital Structure: Details of the company's share capital before and after the subscription
2. Form of Share Certificate: Template for the share certificates to be issued
3. Completion Documents: List of documents required to be delivered at completion
4. Company Details: Detailed information about the company including corporate information and material contracts
5. Warranties: Detailed warranties given by the company and/or subscriber
6. Special Terms of Shares: Detailed rights and restrictions attaching to the shares being issued
7. Board Resolutions: Pro-forma board resolutions approving the share issue
8. Deed of Adherence: Form of deed for subscriber to adhere to shareholders' agreement if applicable
Authors
ASIC
Board
Business Day
Company
Company Constitution
Completion
Completion Date
Conditions Precedent
Confidential Information
Corporations Act
Disclosed
Disclosure Letter
Dollars
Encumbrance
Existing Shareholders
FIRB
FIRB Approval
Government Agency
GST
Insolvency Event
Issue Price
Long Stop Date
Material Adverse Change
Material Contract
Notice
Parties
Related Body Corporate
Related Party
Representatives
Security Interest
Share Certificate
Shareholders Agreement
Shares
Subscription Amount
Subscription Shares
Subscriber
Subsidiary
Tax
Transaction Documents
Warranties
Warranty Claim
Definitions
Agreement to Subscribe
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Company Warranties
Subscriber Warranties
Confidentiality
Announcements
Anti-Money Laundering
Foreign Investment
Share Rights
Board Appointment Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-dilution
Representations
Indemnification
Costs and Stamp Duty
GST
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Technology
Financial Services
Manufacturing
Healthcare
Real Estate
Mining and Resources
Retail
Agriculture
Professional Services
Energy
Infrastructure
Media and Entertainment
Telecommunications
Biotechnology
Education
Legal
Finance
Corporate Development
Mergers and Acquisitions
Investment
Compliance
Board of Directors
Company Secretariat
Treasury
Due Diligence
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Manager
Private Equity Manager
Venture Capital Manager
Investment Banker
Corporate Finance Manager
Business Development Manager
Board Director
Company Director
Finance Director
Compliance Officer
Due Diligence Officer
Transaction Manager
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