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Share Issue Agreement Template for Canada

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Key Requirements PROMPT example:

Share Issue Agreement

"I need a Share Issue Agreement for issuing 100,000 Series A Preferred Shares to five venture capital investors at CAD $2.50 per share, with anti-dilution protection and board nomination rights for investors subscribing to more than 20% of the offering."

Document background
The Share Issue Agreement serves as the primary legal document for corporations issuing new shares in Canada, whether for capital raising, employee compensation, or strategic partnerships. This agreement is essential when a corporation wishes to issue new shares to investors or other parties, ensuring compliance with both federal and provincial regulatory requirements. The document typically includes detailed information about the share issuance, including price, number of shares, share class rights, representations and warranties, and closing conditions. It must comply with the Canada Business Corporations Act and relevant provincial securities laws, particularly regarding prospectus requirements or exemptions. The agreement is crucial for protecting both the issuing corporation and subscribers by clearly documenting their rights and obligations in the context of Canadian corporate law.
Suggested Sections

1. Parties: Identification of the issuing corporation and the subscriber(s)

2. Background: Context of the share issuance, including corporate authority and purpose of the issuance

3. Definitions: Key terms used throughout the agreement

4. Share Subscription: Details of shares being issued, including class, number, and price per share

5. Purchase Price and Payment: Terms of payment, including method and timing

6. Closing: Timing and mechanics of the closing, including deliverables

7. Representations and Warranties of the Corporation: Corporate authority, valid issuance, compliance with laws, etc.

8. Representations and Warranties of the Subscriber: Investment sophistication, financial capacity, compliance with securities laws

9. Covenants: Ongoing obligations of both parties

10. Conditions Precedent: Conditions that must be satisfied before closing

11. Share Certificates and Registration: Process for issuing and registering share certificates

12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.

Optional Sections

1. Multiple Closings: Required when shares are to be issued in tranches or series

2. Anti-dilution Protection: Include when subscribers are to receive protection against future dilutive issuances

3. Pre-emptive Rights: Include when subscribers are to have rights to participate in future offerings

4. Board Nomination Rights: Include when subscribers are to receive board representation rights

5. Tag-Along Rights: Include when subscribers are to have co-sale rights

6. Drag-Along Rights: Include when majority shareholders need the ability to force minority shareholders to join in a sale

7. Registration Rights: Include for private companies that may go public in the future

8. Information Rights: Include when subscribers are to receive specific ongoing information rights

Suggested Schedules

1. Schedule A - Share Capital: Detailed description of the corporation's share capital structure

2. Schedule B - Subscription Form: Form to be completed by subscriber with details of subscription

3. Schedule C - Corporate Resolutions: Copies of relevant corporate resolutions authorizing the share issuance

4. Schedule D - Disclosure Schedule: Exceptions to representations and warranties

5. Schedule E - Shareholders' Agreement: If applicable, form of shareholders' agreement to be signed

6. Appendix 1 - Wire Transfer Instructions: Banking details for payment of subscription price

7. Appendix 2 - Form of Share Certificate: Specimen of share certificate to be issued

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
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Relevant Industries

Technology

Financial Services

Manufacturing

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Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Compliance

Treasury

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Board Director

Compliance Officer

Corporate Development Manager

Investment Banker

Securities Lawyer

Venture Capital Associate

Private Equity Manager

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