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Share Issue Agreement
"I need a Share Issue Agreement for my New Zealand technology startup to issue 100,000 Series A preferred shares to three venture capital investors, with anti-dilution protection and board appointment rights, planned for completion by March 2025."
1. Parties: Identifies the issuing company and the subscriber(s) with their full legal names and addresses
2. Background: Outlines the context of the share issue, including company status, existing share capital, and purpose of the issue
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Agreement to Issue and Subscribe: Core agreement where company agrees to issue and subscriber agrees to subscribe for shares
5. Consideration: Details of the price per share and total consideration, payment terms and methods
6. Conditions Precedent: Any conditions that must be satisfied before the share issue becomes effective
7. Completion: Specifies the completion date, time, location, and actions required at completion
8. Company's Warranties: Standard warranties given by the company regarding its authority, share capital, and compliance
9. Subscriber's Warranties: Warranties from the subscriber regarding capacity, funds source, and compliance
10. Confidentiality: Obligations regarding confidential information disclosed during the transaction
11. Notices: How formal notices under the agreement must be given
12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, governing law
1. Pre-emptive Rights Waiver: Required if existing shareholders need to waive their pre-emptive rights
2. Share Rights and Restrictions: Needed when issuing shares with special rights or restrictions
3. Board Approval: Include when specific board approvals are required beyond standard resolutions
4. Shareholder Approval: Required when shareholder approval is needed for the share issue
5. Anti-dilution Provisions: Include when protecting existing shareholders from dilution
6. Tag-along/Drag-along Rights: Include when implementing these rights for future share transfers
7. Investment Warranties: Additional warranties for significant investments or sophisticated investors
8. Regulatory Compliance: Specific provisions for compliance with overseas investment or other regulatory requirements
1. Share Details: Details of shares being issued including class, rights, and nominal value
2. Form of Share Certificate: Template of the share certificate to be issued
3. Conditions Precedent: Detailed list of all conditions that must be satisfied
4. Company Information: Key company details including existing share capital structure
5. Board Resolutions: Copy of relevant board resolutions approving the share issue
6. Warranties: Detailed list of warranties given by both parties
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Regulatory Approvals: Copies of any required regulatory approvals or waivers
Authors
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Consideration
Director
Encumbrance
Existing Shareholders
Financial Year
Governmental Authority
Initial Subscription
Issue Price
Issued Shares
Material Adverse Change
New Shares
Nominee
Ordinary Shares
Party/Parties
Pre-emptive Rights
Related Company
Relevant Interest
Share Certificate
Shareholder
Share Capital
Subscribers
Subscription Amount
Subscription Shares
Tax
Warranties
Working Day
Definitions
Agreement to Issue
Agreement to Subscribe
Consideration
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Company Warranties
Subscriber Warranties
Share Rights
Share Certificates
Board Approval
Shareholder Approval
Pre-emptive Rights
Confidentiality
Anti-dilution
Tag-along Rights
Drag-along Rights
Representations
Undertakings
Further Assurance
Assignment
Notices
Costs
Severability
Waiver
Amendment
Entire Agreement
Counterparts
Governing Law
Dispute Resolution
Technology
Financial Services
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Agriculture
Infrastructure
Mining
Telecommunications
Education
Transportation
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Board of Directors
Company Secretariat
Risk Management
Investment
Business Development
Treasury
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Investment Manager
Finance Director
Corporate Development Manager
Board Director
Compliance Officer
Financial Controller
Business Development Manager
Investment Analyst
Corporate Finance Manager
Risk Manager
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