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Shareholder Subscription Agreement
"I need a Swiss Shareholder Subscription Agreement for our tech startup's Series A funding round, where we're issuing 10,000 preference shares to a venture capital investor who will be getting board appointment rights and standard anti-dilution protection."
1. Parties: Identification of the Company and the Subscriber(s), including full legal names and addresses
2. Background: Context of the share subscription, including current share capital structure and purpose of the subscription
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Subscription: Details of shares being subscribed for, including number, class, and nominal value
5. Subscription Price: Amount payable for the shares and payment terms
6. Closing Conditions: Conditions that must be satisfied before the subscription can complete
7. Closing: Process and requirements for completing the subscription
8. Representations and Warranties: Standard representations by both the Company and the Subscriber
9. Undertakings: Ongoing obligations of the parties
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for formal communications between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when existing shareholders are granted the right to join in any sale of shares by the new subscriber
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Include when subscribers are to be protected against future share issuances at lower valuations
4. Board Appointment Rights: Include when the subscriber is granted the right to appoint board members
5. Multiple Closing Mechanics: Include when the subscription will occur in multiple tranches
6. Share Transfer Restrictions: Include when specific restrictions on transfer of subscribed shares are required
7. Preference Rights: Include when the subscribed shares carry special preference rights
8. Integration with Shareholders' Agreement: Include when there is an existing shareholders' agreement that needs to be addressed
1. Subscription Details: Detailed breakdown of share numbers, classes, and prices
2. Form of Board Resolution: Template resolution approving the share issuance
3. Form of Share Certificate: Template share certificate to be issued
4. Company Information: Extract from commercial register and current articles of association
5. Closing Checklist: List of documents and actions required for closing
6. Warranties Schedule: Detailed warranties given by the Company
7. Disclosure Schedule: Company's disclosures against the warranties
8. Know Your Customer Requirements: Required documentation for anti-money laundering compliance
Authors
Articles of Association
Board
Business Day
CHF
Closing
Closing Date
Company
Commercial Register
Completion
Confidential Information
Consideration
Disclosed
Disclosure Schedule
Encumbrance
Existing Shareholders
Financial Statements
FINMA
General Meeting
Governmental Authority
Group
Independent Auditors
Intellectual Property Rights
Investment Amount
Issue Price
Material Adverse Change
New Shares
Nominal Value
Notary
Ordinary Shares
Party/Parties
Preference Shares
Prescribed Form
Purchase Price
Related Persons
Relevant Period
Representatives
Reserved Matter
Share Capital
Share Certificate
Shareholder
Shareholders' Agreement
Shares
Subscriber
Subscription
Subscription Date
Subscription Notice
Subscription Price
Subscription Rights
Swiss GAAP
Transaction Documents
Transfer
Warranties
Working Day
Definitions
Share Subscription
Consideration
Payment Terms
Conditions Precedent
Closing Mechanics
Completion
Company Warranties
Subscriber Warranties
Company Undertakings
Subscriber Undertakings
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Pre-emptive Rights
Share Transfer Restrictions
Board Appointment Rights
Information Rights
Confidentiality
Announcements
Data Protection
Non-Competition
Non-Solicitation
Costs
Notices
Assignment
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Force Majeure
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Technology
Financial Services
Manufacturing
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Media and Entertainment
Transportation and Logistics
Consumer Goods
Biotechnology
Construction
Agriculture
Education
Legal
Finance
Corporate Development
Executive Management
Board of Directors
Compliance
Corporate Secretariat
Investment
Treasury
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Investment Manager
Corporate Lawyer
Finance Director
Compliance Officer
Board Member
Managing Director
Corporate Development Manager
Investment Banker
Private Equity Manager
Venture Capital Manager
Company Secretary
Financial Controller
Head of Legal
Chief Investment Officer
Business Development Director
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