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Share Allocation Agreement
"I need a Share Allocation Agreement for issuing 100,000 ordinary shares to three senior executives as part of our employee incentive scheme, with a 3-year vesting period starting from March 2025 and including performance-based conditions linked to company revenue targets."
1. Parties: Identification of all parties to the agreement including the company issuing shares and the recipient(s)
2. Background: Context of the share allocation, including company status, existing share structure, and purpose of the allocation
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Agreement to Issue Shares: Core terms of the share allocation including number, class, and price of shares
5. Conditions Precedent: Any conditions that must be satisfied before the share allocation can proceed
6. Completion: Process and requirements for completing the share allocation, including timing and mechanics
7. Warranties and Representations: Standard warranties from both the company and the recipient regarding capacity, authority, and share status
8. Share Rights and Restrictions: Details of the rights attached to the shares and any restrictions on transfer or dealing
9. Confidentiality: Obligations regarding confidential information shared during the process
10. Costs and Stamp Duty: Allocation of transaction costs and stamp duty responsibilities
11. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Employee Share Scheme Provisions: Required when shares are being allocated as part of an employee incentive scheme
2. Vesting Conditions: Needed when shares are subject to vesting periods or performance conditions
3. Tag-Along and Drag-Along Rights: Include when shareholders require specific exit rights
4. Pre-emptive Rights: Include when existing shareholders have first right of refusal on future share transfers
5. Put and Call Options: Required when parties want rights to force purchase/sale in specific circumstances
6. Multiple Tranche Provisions: Include when shares are to be allocated in multiple stages
7. Foreign Investment Conditions: Required when recipient includes foreign investors subject to FIRB approval
8. Security Interests: Include when shares are subject to any form of security or charge
1. Share Capital Structure: Details of the company's share capital structure before and after the allocation
2. Form of Share Certificate: Template of the share certificate to be issued
3. Completion Requirements: Checklist of documents and actions required for completion
4. Constitution Excerpts: Relevant excerpts from the company constitution regarding share rights
5. Deed of Accession: Form of deed for recipient to accede to shareholders agreement if applicable
6. Board Resolution: Pro-forma board resolution approving the share allocation
7. ASIC Forms: Required ASIC forms for lodgment post-completion
8. Share Valuation Report: Independent valuation report if required for the allocation
Authors
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Retail
Mining and Resources
Real Estate
Agriculture
Entertainment
Education
Construction
Transportation
Energy
Telecommunications
Legal
Finance
Corporate Governance
Human Resources
Compliance
Board of Directors
Executive Leadership
Company Secretariat
Risk Management
Corporate Advisory
Investment
Share Registry
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Finance Director
HR Director
Compliance Officer
Board Director
Share Plan Administrator
Corporate Governance Manager
Investment Manager
Equity Partners
Managing Director
Financial Controller
Corporate Advisory Manager
Business Development Director
Risk Manager
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