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Shareholder Subscription Agreement
"I need a Shareholder Subscription Agreement for my Canadian technology startup based in Ontario, where a venture capital firm is investing CAD 2 million for 15% preferred shares with standard anti-dilution and board nomination rights."
1. Parties: Identification of the corporation issuing shares and the subscriber(s)
2. Background: Recitals explaining the context of the share subscription and the company's authority to issue shares
3. Definitions: Key terms used throughout the agreement
4. Subscription for Shares: Details of the shares being subscribed for, including class, number, and price per share
5. Payment Terms: Terms and method of payment for the subscribed shares
6. Closing: Details of when and how the transaction will complete
7. Representations and Warranties of the Corporation: Company's statements about its legal status, authority, and share capital
8. Representations and Warranties of the Subscriber: Subscriber's statements about their capacity, financial sophistication, and investment intent
9. Covenants: Ongoing obligations of both parties
10. Conditions Precedent: Conditions that must be met before closing
11. Survival of Representations: Duration of representations and warranties post-closing
12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Multiple Closings: Used when shares will be issued in tranches or on different dates
2. Share Transfer Restrictions: Include when there are specific limitations on the subscriber's ability to transfer shares
3. Tag-Along Rights: Include when existing shareholders are given the right to join in any sale of shares
4. Drag-Along Rights: Include when majority shareholders can force minorities to join in a sale
5. Pre-emptive Rights: Include when subscribers are given rights to maintain their percentage ownership in future share issuances
6. Board Nomination Rights: Include when subscriber is given rights to nominate directors
7. Registration Rights: Include for private companies that may go public, giving subscribers rights to register their shares
8. Anti-Dilution Provisions: Include when subscribers are to be protected against future dilutive share issuances
1. Schedule A - Share Capital: Detailed description of the corporation's share capital structure
2. Schedule B - Subscription Details: Specific details of the shares being subscribed for, including price and payment instructions
3. Schedule C - Form of Directors' Resolution: Copy of directors' resolution approving the share issuance
4. Schedule D - Accredited Investor Certificate: Subscriber's certification of accredited investor status under securities laws
5. Schedule E - Share Certificate Specimen: Form of share certificate to be issued
6. Schedule F - Shareholders' Agreement: Copy of or reference to existing shareholders' agreement, if applicable
7. Schedule G - Risk Factors: Description of investment risks for private company shares
8. Schedule H - Corporate Information: Key corporate information including financial statements and material contracts
Authors
Technology
Financial Services
Real Estate
Manufacturing
Healthcare
Energy
Mining
Telecommunications
Retail
Professional Services
Biotechnology
Clean Technology
Agriculture
Software
E-commerce
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Investment
Corporate Secretariat
Risk Management
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Investment Manager
Corporate Lawyer
Securities Lawyer
Finance Director
Investment Banker
Private Equity Manager
Venture Capitalist
Corporate Development Manager
Compliance Officer
Board Director
Company Secretary
Investment Analyst
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