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Subscription And Shareholders Agreement
"I need a Subscription And Shareholders Agreement for my Series A investment round where three venture capital firms are investing $10 million collectively for a 25% stake in my Delaware-incorporated tech startup, with completion planned for March 2025."
1. Parties: Identification of all parties entering into the agreement, including company details and registered addresses
2. Background/Recitals: Context of the agreement, including company structure and purpose of the subscription
3. Definitions: Key terms used throughout the agreement
4. Subscription Terms: Details of shares being subscribed, price, and payment terms
5. Completion: Conditions precedent, completion obligations, and timing
6. Warranties and Representations: Standard warranties from both company and subscribers
7. Share Rights: Voting rights, dividend rights, and other share class specifications
8. Transfer Restrictions: Limitations on share transfers and required procedures
9. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Tag-Along Rights: Minority shareholder protection allowing them to join in sale of majority stake
2. Drag-Along Rights: Majority shareholder right to force minorities to join in sale
3. Anti-Dilution Provisions: Protection against dilution from future share issues
4. Board Appointment Rights: Rights to appoint directors to the board
5. Information Rights: Rights to receive company financial and operational information
1. Share Capital Table: Current and post-subscription shareholding structure
2. Warranties Schedule: Detailed company warranties
3. Articles of Association: New or amended articles reflecting agreement terms
4. Completion Obligations: Detailed list of documents and actions required at completion
5. Board Resolutions: Form of board resolutions approving the subscription
6. Deed of Adherence: Template for future shareholders to join the agreement
Authors
Applicable Law
Articles of Association
Board
Business Day
Completion
Completion Date
Confidential Information
Consideration
Control
Directors
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Fair Market Value
Financial Year
Group
IPO
Material Adverse Change
New Shares
Ordinary Shares
Permitted Transferee
Preference Shares
Qualifying IPO
Related Party
Reserved Matters
Share Capital
Shareholders
Subscription Price
Subscription Shares
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Warranties
Warrantors
Consideration
Completion
Conditions Precedent
Warranties and Representations
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Reserved Matters
Information Rights
Dividend Rights
Exit Provisions
Anti-Dilution
Confidentiality
Non-Compete
Non-Solicitation
Default
Remedies
Put and Call Options
Deadlock Resolution
Termination
Assignment
Notices
Costs and Expenses
Severability
Entire Agreement
Variation
Waiver
Further Assurance
Governing Law
Dispute Resolution
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