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Share Subscription And Shareholders Agreement
"Need a Share Subscription And Shareholders Agreement for a Series A investment round where a venture capital firm is investing SGD 5 million for 20% equity in our Singapore-based AI software company, with standard minority protections and one board seat."
1. Parties: Identification of the company, existing shareholders, and new subscribers
2. Background: Context of the transaction and current company structure
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed
5. Completion Mechanics: Process and conditions for completing the subscription
6. Warranties and Representations: Statements of fact and assurances from all parties
7. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
8. Board and Management: Governance structure and decision-making processes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale
3. Anti-Dilution Protection: Protection against value dilution in future rounds
1. Cap Table: Current and post-investment shareholding structure
2. Warranties Schedule: Detailed company and business warranties
3. Board Reserved Matters: List of decisions requiring board approval
4. Shareholder Reserved Matters: List of decisions requiring shareholder approval
5. Share Certificate Form: Template for new share certificates
Authors
Board
Business
Business Day
Company
Completion
Completion Date
Confidential Information
Constitution
Directors
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exercise Price
Existing Shareholders
Fair Market Value
Financial Year
Group
Investor Director
Material Adverse Change
New Shares
Ordinary Shares
Parties
Preference Shares
Reserved Matters
ROFR Notice
Sale Shares
Securities
Share Capital
Shareholders
Shareholders' Resolution
Shares
Subscription Price
Subscription Shares
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transaction Documents
Transfer
Warranties
Share Subscription
Payment Terms
Completion Conditions
Completion Mechanics
Warranties and Representations
Pre-emption Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Information Rights
Dividend Policy
Anti-dilution Protection
Non-competition
Confidentiality
Dead Lock Resolution
Exit Provisions
Default
Termination
Assignment
Notices
Costs
Entire Agreement
Severability
Variation
Waiver
Further Assurance
Counterparts
Governing Law
Dispute Resolution
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