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Stock Subscription Agreement
"Need a Stock Subscription Agreement for our Singapore tech startup to issue 100,000 Series A preferred shares to a venture capital investor, including standard anti-dilution and board appointment rights, targeting completion by March 2025."
1. Parties: Identifies the company issuing shares and the subscriber(s)
2. Background: Context of the share subscription and company information
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed
5. Payment Terms: Payment schedule and method for the subscribed shares
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Process and obligations at completion of the subscription
8. Representations and Warranties: Statements of fact by both parties
9. Governing Law: Specification of Singapore law as governing law
1. Anti-Dilution Rights: Protection against future dilution of shareholding - Include when requested by major investors
2. Board Appointment Rights: Right to appoint directors - Include for significant shareholders
3. Tag-Along Rights: Right to join in sale of shares - Include for minority shareholder protection
4. Non-Competition: Restrictions on competitive activities - Include when subscriber is strategic investor
1. Share Details Schedule: Detailed description of shares being issued including class, rights, and nominal value
2. Disclosure Letter: Exceptions to warranties and representations made in the main agreement
3. Form of Share Certificate: Template of share certificate to be issued upon completion
4. Company Constitution: Current constitution of the company showing authorized share capital and share rights
5. Shareholders' Agreement: Existing or new shareholders' agreement referred to in main agreement
Authors
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Disclosure Letter
Encumbrance
Existing Shareholders
Key Management
Long Stop Date
Material Adverse Change
MAS
New Shares
Ordinary Shares
Parties
Purchase Price
Regulatory Approvals
Relevant Securities
SGX
Share Capital
Shareholders' Agreement
Subscriber
Subscription Price
Subscription Shares
Subsidiaries
Transaction Documents
Warranties
Subscription of Shares
Consideration
Conditions Precedent
Completion
Payment Terms
Representations and Warranties
Subscriber's Warranties
Company's Warranties
Confidentiality
Anti-Dilution Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Appointment Rights
Information Rights
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs and Expenses
Severability
Entire Agreement
Amendments
Waiver
Counterparts
Governing Law
Dispute Resolution
Force Majeure
Termination
Indemnification
Compliance with Laws
Announcements
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