Binding Irrevocable Undertaking Agreement (Rights Issue, or Secondary Issue)

The legal template for a Binding Irrevocable Undertaking Agreement (Rights Issue, or Secondary Issue) under UK law serves as a legally binding document that outlines the terms and conditions between a company seeking to carry out a rights issue or secondary issue and the participating shareholders or investors.

In a rights issue, the company offers its existing shareholders the opportunity to purchase additional shares at a discounted price. This legal template would provide a framework for formalizing the commitments made between the company and the shareholders who have agreed to purchase the additional shares. It would outline the obligations of the company to issue the shares as agreed upon, while specifying the shareholders' commitment to purchase the allotted shares.

Alternatively, in a secondary issue, the company seeks to issue new shares to outside investors. This template would lay down the provisions for negotiating and finalizing such agreements with external shareholders or investors, incorporating their commitments to purchase the newly issued shares and the company's obligation to issue the shares accordingly.

The template could include clauses related to the quantity and price of shares, the time frame for exercising the rights or completing the purchase, payment terms, shareholder obligations, consequences of non-compliance, representations and warranties, termination provisions, dispute resolution mechanisms, and any other pertinent conditions as per the specific situation and applicable UK laws.

Overall, this legal template offers a comprehensive framework, specifically under UK law, for formalizing the commitments and obligations of both the company and the shareholders or investors involved in a rights issue or secondary issue scenario.