The Share Subscription And Shareholders Agreement is a fundamental document used when a company is issuing new shares to investors while simultaneously establishing or updating the framework for shareholder relationships. Commonly used in investment rounds, corporate restructuring, or when bringing in strategic investors, this agreement, governed by English and Welsh law, combines what would traditionally be two separate agreements into one comprehensive document. It details the mechanics of the share subscription, protects both existing and new shareholders' interests, and establishes clear governance structures for the company's operation.
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1. Parties: Identification of the company, subscribers, and existing shareholders
2. Background: Context of the transaction and current company status
3. Definitions and Interpretation: Key terms and their meanings throughout the agreement
4. Subscription Details: Share classes, numbers, price, and payment terms
5. Completion Obligations: Actions required at completion of subscription
6. Directors and Management: Board composition and management rights
7. Transfer Restrictions: Limitations on share transfers and pre-emption rights
8. Reserved Matters: Decisions requiring special approval
1. Anti-dilution Protection: Protection mechanisms against share value dilution, typically included when investors require protection against future down rounds
2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares on the same terms as majority shareholders
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in a sale of the company
4. Dividend Policy: Specific arrangements for dividend distributions and profit sharing between shareholders
1. Schedule 1: Details of the Company: Company information including share capital structure, registered office, directors, and secretary
2. Schedule 2: Completion Requirements: Detailed list of completion deliverables and conditions precedent
3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring special shareholder or board approval
4. Schedule 4: Warranties: Company and founder warranties regarding the business and shares
5. Appendix 1: Share Certificate Form: Template for share certificates to be issued upon completion
6. Appendix 2: Deed of Adherence: Template document for new shareholders joining the agreement in the future
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