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Share Subscription Agreement
"I need a Share Subscription Agreement for my Singapore-based tech startup to issue 100,000 new ordinary shares to a venture capital investor at S$2 per share, with completion scheduled for March 2025 and including standard anti-dilution and information rights provisions."
1. Parties: Identifies the company issuing shares and the subscriber(s)
2. Background: Context of the share subscription and company's current status
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed
5. Payment Terms: Payment mechanism and timing for the shares
6. Completion: Process and conditions for completing the subscription
7. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority
8. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Pre-emption Rights: Rights of existing shareholders, typically included when required by company constitution or shareholders' agreement
2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares on same terms as majority shareholders
3. Drag-Along Rights: Rights enabling majority shareholders to force minority shareholders to join in a sale of the company
4. Anti-dilution Provisions: Protections against dilution from future share issuances, commonly included for sophisticated investors
1. Share Certificate Template: Form of share certificate to be issued upon completion
2. Shareholding Structure: Pre and post-subscription shareholding details showing ownership percentages
3. Company Constitution: Current constitution of the company showing share rights and restrictions
4. Board Resolution: Resolution approving the share issuance and subscription agreement
5. Disclosure Schedule: Schedule containing exceptions to representations and warranties
Authors
Board
Business Day
Company
Company Constitution
Completion
Completion Date
Conditions Precedent
Confidential Information
Directors
Encumbrance
Existing Shareholders
Governmental Authority
Initial Subscriber Shares
Law
Material Adverse Change
New Shares
Ordinary Shares
Party/Parties
Purchase Price
Related Corporation
Relevant Securities
Representatives
Securities and Futures Act
Share Capital
Shareholder
Subscriber
Subscription Price
Subscription Shares
Warranties
SGD
S$
Subscription of Shares
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Company Warranties
Subscriber Warranties
Confidentiality
Pre-emption Rights
Anti-dilution
Tag-along Rights
Drag-along Rights
Board Appointment Rights
Information Rights
Share Transfer Restrictions
Further Assurance
Notices
Assignment
Costs and Expenses
Entire Agreement
Variation and Waiver
Severability
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
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