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Shareholder Subscription Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Shareholder Subscription Agreement is a crucial document used in Canadian corporate finance transactions when a company issues new shares to investors. This agreement is essential for both private and public companies seeking to raise capital through share issuance, though it's most commonly used in private placements. The document must comply with Canadian securities regulations, including provincial securities laws and national instruments regarding prospectus exemptions. It typically contains detailed information about the share subscription, including price, number of shares, class of shares, and payment terms, along with comprehensive representations and warranties from both the issuing company and the subscriber. The agreement serves multiple purposes: documenting the investment terms, ensuring regulatory compliance, protecting both parties' interests, and establishing a clear framework for the share issuance process.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

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

Real Estate

Manufacturing

Healthcare

Energy

Mining

Telecommunications

Retail

Professional Services

Biotechnology

Clean Technology

Agriculture

Software

E-commerce

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Corporate Secretariat

Risk Management

Business Development

Relevant Roles

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

Industries








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