Unit Subscription Agreement Template for Netherlands

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Key Requirements PROMPT example:

Unit Subscription Agreement

"I need a Unit Subscription Agreement under Dutch law for a tech startup issuing 10,000 preferred units at €50 per unit to a venture capital investor, with standard pre-emptive rights and board observer rights."

Document background
The Unit Subscription Agreement is a fundamental document used in Dutch investment transactions when an investor wishes to acquire units in a company or investment vehicle. This agreement is particularly relevant for private placements, investment funds, and corporate capital raising activities in the Netherlands. The document must comply with Dutch law, particularly the Dutch Civil Code (Burgerlijk Wetboek) and the Financial Supervision Act (Wet op het financieel toezicht). The Unit Subscription Agreement typically includes detailed provisions on subscription terms, payment mechanics, representations and warranties, and closing conditions. It's essential for documenting the investment process, ensuring regulatory compliance, and protecting both the issuer's and investor's interests under Dutch law.
Suggested Sections

1. Parties: Identification of the issuing entity and the subscriber

2. Background: Context of the unit issuance and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription and Issue: Details of the units being subscribed for and the issue process

5. Subscription Price and Payment: Specification of the price per unit and payment terms

6. Closing Conditions: Conditions precedent to the completion of the subscription

7. Representations and Warranties of the Company: Company's confirmations about its status, authority, and the units

8. Representations and Warranties of the Subscriber: Subscriber's confirmations about their status, authority, and investment intentions

9. Regulatory Compliance: Compliance with applicable laws and regulations

10. Confidentiality: Provisions regarding the confidential treatment of information

11. Notices: Process and requirements for formal communications

12. General Provisions: Standard legal provisions including governing law, jurisdiction, and amendments

13. Signing: Execution blocks for all parties

Optional Sections

1. Multiple Closings: Include when the subscription may be completed in multiple tranches

2. Tag-Along Rights: Include when existing shareholders are granted rights to participate in future sales

3. Pre-emptive Rights: Include when subscribers are granted rights in future unit issuances

4. Board Observer Rights: Include when subscriber is granted rights to observe board meetings

5. Transfer Restrictions: Include when there are specific limitations on unit transfers

6. Anti-dilution Protection: Include when subscribers are protected against future dilutive issuances

7. Information Rights: Include when subscribers are granted specific information access rights

Suggested Schedules

1. Subscription Form: Formal subscription application form with subscriber details

2. Unit Certificate: Form of certificate representing the subscribed units

3. KYC Requirements: List of required know-your-customer documentation

4. Company Information: Key information about the company and its business

5. Unit Terms: Detailed terms and conditions of the units being issued

6. Corporate Resolutions: Relevant company resolutions authorizing the unit issuance

7. Payment Instructions: Detailed banking and payment information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
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Investment Management

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Legal

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Industries
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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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