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Share Subscription Agreement And Share Purchase Agreement
"I need a Share Subscription Agreement And Share Purchase Agreement under German law for a Series B investment round in our software company, where three venture capital firms will collectively invest €10 million for 25% of new shares and also purchase 10% from existing shareholders."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders (sellers), and subscriber/purchaser
2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Share Subscription: Details of new shares being issued, including number, class, and nominal value
5. Share Purchase: Details of existing shares being transferred, including number, class, and current ownership
6. Consideration: Purchase price, subscription amount, payment terms, and adjustment mechanisms
7. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
8. Completion: Mechanics and timing of completion, including actions required by each party
9. Warranties: Representations and warranties from sellers and company regarding the business and shares
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business
12. Confidentiality: Confidentiality obligations regarding the transaction and company information
13. Announcements: Provisions regarding public announcements about the transaction
14. Costs: Allocation of transaction costs and expenses
15. Notices: Process and requirements for formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares on same terms
2. Drag-Along Rights: Include when majority shareholders need right to force minorities to join in a sale
3. Anti-Dilution Protection: Include for investments in growth companies to protect against future down rounds
4. Board Appointment Rights: Include when investor requires right to appoint board members
5. Information Rights: Include when investors need specific rights to company information
6. Non-Competition and Non-Solicitation: Include when sellers need to be restricted from competing activities
7. Earn-Out Provisions: Include when part of purchase price is contingent on future performance
8. Strategic Cooperation: Include when transaction includes strategic partnership elements
9. Put and Call Options: Include when parties want rights to force sale/purchase in future circumstances
1. Details of the Company: Corporate information, including registration details and current directors
2. Shareholding Structure: Current and post-completion shareholding structure
3. Warranties: Detailed warranties given by sellers and company
4. Properties: Details of company's real estate and lease agreements
5. Intellectual Property: List of company's IP rights and registrations
6. Material Contracts: Summary of key commercial contracts
7. Employees: Details of key employees and employment terms
8. Completion Requirements: Detailed list of completion deliverables and requirements
9. Form of Board Resolutions: Template resolutions for share issuance and transfer
10. Form of Shareholders' Resolution: Template shareholders' resolutions required for completion
11. Disclosure Letter: Exceptions and qualifications to warranties
Authors
Affiliated Companies
Articles of Association
BaFin
Business Day
Commercial Register
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitutional Documents
Disclosed
Disclosure Letter
Encumbrance
Existing Shareholders
Financial Statements
Geschäftsführer
GmbH
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Long Stop Date
Management Board
Material Adverse Change
Material Contracts
New Shares
Notarial Deed
Parties
Permits
Purchase Price
Purchaser
Related Persons
Relevant Agreement
Sellers
Share Capital
Shareholders' Agreement
Shares
Subscription Amount
Subscription Price
Subscription Shares
Supervisory Board
Tax
Tax Authority
Transaction
Transaction Documents
Voting Rights
Warranties
Working Capital
Share Purchase
Share Subscription
Consideration and Payment
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Warranty Limitations
Confidentiality
Non-Competition
Non-Solicitation
Corporate Governance
Information Rights
Tag-Along Rights
Drag-Along Rights
Put Option
Call Option
Anti-Dilution
Board Representation
Share Transfer Restrictions
Permitted Transfers
Exit Rights
Dividend Rights
Voting Rights
Deadlock Resolution
Material Adverse Change
Force Majeure
Termination
Announcements
Data Protection
Assignment
Costs
Notices
Amendments
Severability
Governing Law
Dispute Resolution
Entire Agreement
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Energy
Retail
Professional Services
Media and Entertainment
Telecommunications
Biotechnology
Infrastructure
Consumer Goods
Transportation and Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Executive Leadership
Corporate Strategy
Corporate Governance
Treasury
Compliance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Manager
Private Equity Partner
Venture Capital Partner
M&A Director
Legal Director
Corporate Secretary
Investment Banker
Transaction Lawyer
Finance Director
Business Development Director
Corporate Strategy Manager
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