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Shares Subscription Agreement
"I need a Shares Subscription Agreement for my UK tech startup to issue Series A preferred shares to three institutional investors, with anti-dilution protection and board appointment rights, to be completed by March 2025."
1. Parties: Identification of the company issuing shares and the subscriber(s)
2. Background/Recitals: Context of the subscription, including company status and reason for share issuance
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Subscription: Details of shares being subscribed for, including class, number, and price
5. Completion: Mechanics and timing of the subscription completion
6. Warranties and Representations: Standard warranties from both company and subscriber
7. Confidentiality: Obligations regarding confidential information
8. Notices: How formal notices should be given between parties
9. Governing Law and Jurisdiction: Confirmation of English law and courts' jurisdiction
1. Conditions Precedent: Pre-completion conditions that must be satisfied - used for complex transactions or where regulatory approvals needed
2. Anti-dilution Protection: Provisions protecting against future share dilution - used when requested by significant investors
3. Tag-along/Drag-along Rights: Rights regarding future share sales - used for private companies with multiple shareholders
4. Board Appointment Rights: Right to appoint directors - used for substantial investments
1. Details of the Company: Corporate information including share capital structure
2. Form of Share Certificate: Template of share certificate to be issued
3. Warranties: Detailed warranties from the company
4. Completion Requirements: Detailed list of completion deliverables
5. Shareholder Rights: Detailed description of rights attached to shares
6. Board Resolutions: Form of board resolutions approving the share issue
Authors
Articles
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Directors
Encumbrance
Existing Shareholders
Group
Initial Subscription Price
Intellectual Property Rights
Material Adverse Change
New Shares
Ordinary Shares
Party/Parties
Prescribed Period
Resolutions
Share Capital
Shareholder Rights
Subscriber
Subscription
Subscription Price
Subscription Shares
Warranties
Working Hours
Payment
Completion
Conditions Precedent
Warranties and Representations
Indemnities
Confidentiality
Share Rights
Pre-emption Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Appointment Rights
Information Rights
Restrictive Covenants
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Counterparts
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
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