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Common Stock Subscription Agreement
"I need a Common Stock Subscription Agreement for my Canadian technology startup to issue 100,000 common shares to a single accredited investor at CAD $2.50 per share, with standard representations and warranties, closing planned for March 15, 2025."
1. Parties: Identification of the corporation issuing shares and the subscriber(s)
2. Background: Context of the share issuance and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subscription for Shares: Details of the shares being subscribed for, including class, number, and price
5. Purchase Price and Payment: Terms of payment, method, and timing
6. Closing: Closing date, conditions, and mechanics of the transaction
7. Representations and Warranties of the Corporation: Company's confirmations regarding its authority, share status, and corporate matters
8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, investment sophistication, and compliance with securities laws
9. Covenants: Ongoing obligations of both parties
10. Survival of Representations and Warranties: Duration of representations and warranties post-closing
11. Indemnification: Parties' obligations to protect each other from losses
12. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Registration Rights: Rights of the subscriber to require registration of shares for public trading - used for private companies planning future public offerings
2. Pre-emptive Rights: Right of first refusal on future share issuances - included when negotiated by major investors
3. Board Nomination Rights: Rights to nominate directors - included for significant investments
4. Tag-Along Rights: Right to participate in future sales of shares - included for minority investor protection
5. Drag-Along Rights: Right to force participation in future sales - included for majority shareholder protection
6. Anti-Dilution Protection: Protection against future dilutive share issuances - included for preferred investors
7. Information Rights: Rights to receive company financial information - included for significant investments
8. Foreign Investment Provisions: Additional provisions for non-Canadian investors - used when subscribers are foreign
1. Schedule A - Subscription Details: Detailed information about the shares being subscribed for, including class, price, and number
2. Schedule B - Form of Share Certificate: Form of physical share certificate if applicable
3. Schedule C - Accredited Investor Certificate: Certification of accredited investor status under applicable securities laws
4. Schedule D - Corporate Resolution: Corporate resolution authorizing the share issuance
5. Schedule E - Risk Factors: Disclosure of investment risks
6. Schedule F - Shareholder Rights: Detailed description of rights attached to the shares
7. Schedule G - Wire Transfer Instructions: Banking details for payment of subscription price
8. Schedule H - Compliance Certificate: Certificate confirming compliance with securities laws and other requirements
Authors
Accredited Investor
Applicable Law
Articles of Incorporation
Board of Directors
Business Day
Closing
Closing Date
Common Shares
Company
Confidential Information
Consideration
Corporate Records
Disclosure Documents
Effective Date
Encumbrance
Exchange
Financial Statements
GAAP
Governmental Authority
Material Adverse Effect
Material Change
Offering
Ordinary Course of Business
Party/Parties
Person
Purchase Price
Purchased Shares
Regulatory Approvals
Representatives
Securities Acts
Securities Regulators
Shareholder
Subscriber
Subscription
Subscription Price
Subsidiary
Tax Act
Transaction Documents
Transfer
Purchase Price
Payment Terms
Closing Conditions
Representations and Warranties
Covenants
Indemnification
Confidentiality
Share Rights
Transfer Restrictions
Registration Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Information Rights
Anti-Dilution
Survival
Governing Law
Dispute Resolution
Notice
Assignment
Amendment
Waiver
Severability
Entire Agreement
Further Assurances
Counterparts
Time of Essence
Force Majeure
Termination
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Energy
Consumer Goods
Telecommunications
Mining
Agriculture
Professional Services
Biotechnology
Clean Technology
E-commerce
Software
Legal
Finance
Executive Leadership
Corporate Development
Compliance
Investment Management
Corporate Secretary Office
Treasury
Investor Relations
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Manager
Finance Director
Compliance Officer
Securities Lawyer
Investment Advisor
Corporate Development Manager
Venture Capital Associate
Private Equity Manager
Board Director
Company Secretary
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