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Shares Subscription Agreement
"I need a Shares Subscription Agreement under Singapore law for my tech startup to issue 100,000 Series A preferred shares to a venture capital investor, with anti-dilution protection and board appointment rights, to be completed by March 2025."
1. Parties: Identifies and defines the parties to the agreement: the Company issuing shares and the Subscriber(s)
2. Background: Sets out the context and purpose of the agreement, including details of the company's share capital and the proposed subscription
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Subscription of Shares: Details of shares being subscribed, including number, class, and price per share
5. Payment Terms: Specifies payment method, timing, and bank details for the subscription amount
6. Completion: Sets out the completion mechanics, timing, and deliverables
7. Representations and Warranties: Standard representations and warranties from both the Company and Subscriber
8. Governing Law and Jurisdiction: Specifies Singapore law as governing law and jurisdiction for disputes
1. Conditions Precedent: Conditions that must be satisfied before completion - used when there are specific requirements that must be met before shares can be issued
2. Anti-dilution Rights: Protections against future share issuances - typically included when requested by significant investors
3. Tag-Along Rights: Right to join in sale of shares by other shareholders - included for minority shareholder protection
4. Board Appointment Rights: Rights to appoint directors - typically included for substantial investments
5. Information Rights: Rights to receive company information - typically included for significant minority shareholders
1. Schedule 1 - Share Capital Structure: Details of the company's share capital before and after the subscription
2. Schedule 2 - Warranties: Detailed list of company warranties
3. Schedule 3 - Completion Deliverables: List of documents and actions required at completion
4. Schedule 4 - Form of Share Certificate: Template of share certificate to be issued
5. Schedule 5 - Deed of Adherence: Form for subscriber to adhere to shareholders' agreement, if applicable
Authors
Agreement
Board
Business Day
Completion
Completion Date
Conditions Precedent
Constitution
Directors
Encumbrance
Existing Shareholders
Group
Long Stop Date
Material Adverse Change
New Shares
Parties
Purchase Price
Resolutions
SGXST
Share Capital
Shareholders
Shares
Subscription Price
Subscriber
Subscription Shares
Subsidiaries
Transaction Documents
Warranties
Anti-dilution Rights
Confidential Information
Deed of Adherence
Information Rights
Management Accounts
Pre-emption Rights
Shareholders' Agreement
Tag-Along Rights
Valuation
Companies Act
MAS
Securities and Futures Act
SGX Listing Rules
Listing Manual
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Undertakings
Anti-dilution
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Appointment Rights
Information Rights
Confidentiality
Non-Competition
Share Transfer Restrictions
Termination
Force Majeure
Assignment
Notices
Costs and Expenses
Amendments
Waiver
Severability
Entire Agreement
Counterparts
Further Assurance
Third Party Rights
Dispute Resolution
Governing Law and Jurisdiction
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