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Subscription Agreement Private Placement
"I need a Subscription Agreement Private Placement for a South African tech startup raising Series A funding from foreign venture capital investors, with provisions for multiple closings throughout 2025 and specific focus on exchange control regulations and tech industry warranties."
1. Parties: Identification of the issuing company and the subscriber
2. Background: Context of the private placement and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subscription: Details of the securities being subscribed for, including number, class, and price
5. Subscription Price: Payment terms, method of payment, and timing
6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
7. Completion: Process and requirements for completing the subscription
8. Warranties and Representations by the Company: Company's warranties regarding its status, authority, and the securities
9. Warranties and Representations by the Subscriber: Subscriber's warranties regarding capacity, understanding of risks, and qualification as an investor
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process and requirements for formal communications between parties
12. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
13. Signature: Execution blocks for all parties
1. Anti-Money Laundering Provisions: Detailed AML requirements - include when dealing with high-risk investors or cross-border transactions
2. Tag-Along Rights: Rights of other shareholders to join in sale - include when required by shareholders' agreement
3. Drag-Along Rights: Rights to force other shareholders to join in sale - include when required by shareholders' agreement
4. Exchange Control Provisions: Include when dealing with foreign investors or cross-border elements
5. Pre-emptive Rights: Rights of existing shareholders - include when required by company constitution or shareholders' agreement
6. Transfer Restrictions: Restrictions on transfer of subscribed shares - include when specific holding periods or transfer limitations apply
7. Director Appointment Rights: Rights to appoint directors - include for significant investments
8. Dividend Rights: Special dividend arrangements - include when offering preference shares or special dividend rights
1. Schedule 1: Subscription Details: Detailed information about the securities, including class, number, and price
2. Schedule 2: Company Information: Key company information including registration details, directors, and share capital
3. Schedule 3: Conditions Precedent: Detailed list of all conditions precedent to be satisfied
4. Schedule 4: Completion Requirements: Detailed completion checklist and requirements
5. Schedule 5: Warranties: Detailed warranties by both parties
6. Appendix A: Risk Factors: Detailed disclosure of investment risks
7. Appendix B: Investor Questionnaire: Questionnaire to confirm investor qualification and suitability
8. Appendix C: Payment Instructions: Detailed payment procedures and bank account information
9. Appendix D: Required KYC Documents: List of required know-your-customer documents
Authors
Applicable Laws
BEE
BEE Act
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
CIPC
Directors
Effective Date
Encumbrance
Exchange Control Regulations
Financial Markets Act
Financial Year
FICA
Group
JSE
Material Adverse Change
MOI
Ordinary Shares
Parties
Private Placement
Purchase Price
Regulatory Approvals
SARB
Securities
Shareholders
Shareholders' Agreement
Signature Date
Subscriber
Subscription
Subscription Price
Subscription Shares
Tax
Transaction
Transfer Secretary
Warranties
ZAR
Subscription
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Undertakings
Confidentiality
Anti-Money Laundering
Exchange Control
BEE Provisions
Share Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Representation
Information Rights
Dividend Rights
Regulatory Compliance
Termination
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Costs
Entire Agreement
Amendment
Waiver
Further Assurance
Counterparts
Good Faith
Time of Essence
Financial Services
Technology
Real Estate
Mining
Energy
Healthcare
Manufacturing
Telecommunications
Agriculture
Infrastructure
Renewable Energy
Private Equity
Venture Capital
Professional Services
Commercial Property
Legal
Finance
Corporate Development
Treasury
Compliance
Risk Management
Corporate Secretariat
Investment
Board of Directors
Executive Management
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Investment Manager
Corporate Finance Manager
Compliance Officer
Investment Banker
Private Equity Manager
Venture Capital Manager
Financial Director
Treasury Manager
Risk Manager
Corporate Development Manager
Board Director
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