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Common Stock Subscription Agreement
"I need a Common Stock Subscription Agreement under Singapore law for my tech startup to issue 100,000 shares to a strategic investor, with standard anti-dilution protection and information rights, to be completed by March 2025."
1. Parties: Identification of the company and subscriber(s), including their registered addresses and registration numbers
2. Background: Context of the subscription, company information, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including technical and legal definitions
4. Subscription Terms: Number of shares, price per share, total consideration, and payment terms
5. Representations and Warranties: Statements of fact and assurances from both the company and subscriber
6. Closing Conditions: Prerequisites and conditions that must be satisfied before share issuance
7. Closing Mechanics: Process and documentation requirements for completing the subscription
8. Covenants: Ongoing obligations of the parties after closing
9. Termination: Circumstances under which the agreement may be terminated and consequences
10. Miscellaneous: Standard legal provisions including notices, amendments, and governing law
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Provisions protecting investors from dilution in future fundraising rounds
4. Board Appointment Rights: Rights of subscribers to appoint directors to the company's board
5. Information Rights: Rights of subscribers to receive periodic financial and operational information
1. Schedule 1: Share Details: Detailed information about the shares being subscribed, including class, rights, and restrictions
2. Schedule 2: Disclosure Schedule: Exceptions and qualifications to the representations and warranties
3. Schedule 3: Corporate Resolutions: Copies of board and shareholder resolutions approving the share issuance
4. Schedule 4: Form of Share Certificate: Template of the share certificate to be issued upon completion
5. Schedule 5: Existing Shareholders: List of current shareholders and their shareholdings pre-subscription
Authors
Board
Business Day
Closing
Closing Date
Company
Companies Act
Completion
Consideration
Constitution
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Existing Shareholders
Group
Material Adverse Change
Material Adverse Effect
Ordinary Shares
Party/Parties
Person
Purchase Price
Registration Number
Relevant Securities
Representatives
Securities and Futures Act
SGX
Shares
Subscriber
Subscription Price
Subscription Shares
Subsidiary
Tax
Transaction Documents
Warranties
Working Hours
Payment Terms
Conditions Precedent
Closing Conditions
Representations and Warranties
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Information Rights
Board Representation
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Termination
Assignment
Notices
Amendment and Waiver
Severability
Entire Agreement
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Costs and Expenses
Further Assurance
Counterparts
Compliance with Laws
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