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Share Issue Agreement
"Need a Share Issue Agreement for my Singapore tech startup to issue 100,000 Series A preferred shares to a venture capital investor, with specific anti-dilution protection and board appointment rights for the investor."
1. Parties: Identification of the company and subscriber(s)
2. Background: Context of the share issue and company status
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being issued
5. Payment Terms: Terms and method of payment for shares
6. Completion: Process and timing of share issuance completion
7. Representations and Warranties: Standard company and subscriber warranties
8. Governing Law: Specification of Singapore law as governing law
1. Pre-emptive Rights: Rights of existing shareholders, used when required by constitution or when existing shareholders have pre-emptive rights
2. Restrictive Covenants: Restrictions on subscriber's actions, typically used for strategic investments or when protecting company interests
3. Tag-Along Rights: Rights to join in sale of shares, used for minority shareholder protection
4. Board Appointment Rights: Rights to appoint directors, used for substantial investments or strategic investors
1. Share Details Schedule: Detailed description of shares being issued including rights and restrictions
2. Disclosure Schedule: Company disclosures against warranties
3. Completion Requirements: List of documents and actions required at completion
4. Shareholders' Agreement: If new shareholders' agreement is to be executed as part of the subscription
5. Board Resolutions: Copies of relevant board approvals
Authors
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Constitution
Disclosed
Encumbrance
Existing Shareholders
Governmental Authority
Issue Price
Law
Material Adverse Change
New Shares
Ordinary Shares
Party/Parties
Prescribed Laws
Regulatory Approvals
Related Corporation
Representatives
SGX
Share Capital
Shareholder
Subscriber
Subscription
Subscription Amount
Subscription Shares
Tax
Transaction Documents
Warranties
$ or SGD
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Company Warranties
Subscriber Warranties
Confidentiality
Announcements
Further Assurance
Assignment
Notices
Costs and Expenses
Entire Agreement
Variations
Waiver
Severability
Counterparts
Third Party Rights
Time of Essence
Governing Law
Dispute Resolution
Force Majeure
Termination
Indemnification
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Share Transfer Restrictions
Board Appointment Rights
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