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Shareholder Subscription Agreement
"I need a Shareholder Subscription Agreement for my Singapore tech startup to issue Series A preferred shares to three venture capital investors, with standard pre-emptive rights and anti-dilution provisions, to be completed by March 2025."
1. Parties: Identifies all parties to the agreement including the company and subscribers
2. Background: Sets out the context and purpose of the subscription agreement
3. Definitions and Interpretation: Defines key terms and interpretation rules used throughout the agreement
4. Subscription of Shares: Details of shares being subscribed, including number, class, and price
5. Completion: Timing and mechanics of the subscription completion
6. Representations and Warranties: Statements of fact and assurances from both company and subscribers
7. Covenants: Ongoing obligations of the parties
1. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they can be offered to third parties
2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their stakes
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of the company
1. Share Capital Structure: Details of existing and post-subscription share capital structure
2. Form of Share Certificate: Template of share certificate to be issued
3. Completion Requirements: List of documents and actions required for completion
4. Warranties: Detailed list of warranties given by the company
5. Deed of Adherence: Form of deed for subscribers to adhere to existing shareholders' agreement
Authors
Board
Business Day
Companies Act
Completion
Completion Date
Conditions Precedent
Constitution
Directors
Disclosed
Disclosure Letter
Encumbrance
Existing Shareholders
Group
Group Company
Long Stop Date
Material Adverse Change
New Shares
Ordinary Shares
Party/Parties
Preference Shares
Purchase Price
Related Corporation
Relevant Securities
Representatives
Securities
Share Capital
Shareholders
Shareholders' Agreement
Subscription Price
Subscriber
Subscription Shares
Subsidiary
Tax
Transaction Documents
Warranties
Warranty Claim
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Company Warranties
Subscriber Warranties
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Board Representation
Information Rights
Reserved Matters
Transfer Restrictions
Anti-Dilution Protection
Dividend Rights
Exit Provisions
Default
Termination
Costs and Expenses
Notices
Assignment
Entire Agreement
Amendments
Severability
Waiver
Further Assurance
Counterparts
Governing Law
Dispute Resolution
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