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Stock Subscription Agreement
"I need a Stock Subscription Agreement under Hong Kong law for a single tech startup investor subscribing to 10% of ordinary shares, with standard representations and warranties, targeting completion by March 2025."
1. Parties: Identification of the Company and the Subscriber(s)
2. Background: Recitals explaining the context of the subscription and the company's share structure
3. Definitions: Defined terms used throughout the agreement
4. Subscription: Core terms of the share subscription, including number of shares, price per share, and total consideration
5. Payment Terms: Details of how and when the subscription amount will be paid
6. Completion: Conditions precedent, completion mechanics, and timing of the subscription
7. Company's Representations and Warranties: Company's statements about its status, authority, and business
8. Subscriber's Representations and Warranties: Subscriber's statements about their status and authority to invest
9. Covenants: Ongoing obligations of the parties post-completion
10. Confidentiality: Protection of confidential information exchanged during the transaction
11. Notices: How formal communications between parties should be made
12. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments
1. Multiple Closings: Used when the subscription will occur in multiple tranches or phases
2. Tag-Along Rights: Include when existing shareholders are given the right to join in any sale of shares
3. Pre-emptive Rights: Include when subscribers are given rights to participate in future share issues
4. Board Appointment Rights: Include when subscribers are given the right to appoint directors
5. Dividend Rights: Include when specific dividend rights attach to the subscribed shares
6. Anti-Dilution Protection: Include for preferred share subscriptions with price protection mechanisms
7. Information Rights: Include when subscribers are given specific rights to company information
8. Registration Rights: Include for potential future IPO scenarios
9. Restrictive Covenants: Include when specific business restrictions are required post-investment
1. Subscription Details: Detailed breakdown of shares being subscribed, including class, numbers, and price
2. Company Information: Key corporate details including share capital structure and existing shareholders
3. Conditions Precedent: Detailed list of conditions to be satisfied before completion
4. Completion Requirements: Checklist of documents and actions required at completion
5. Company Warranties: Detailed list of company warranties
6. Form of Board Resolution: Template board resolution approving the share issuance
7. Form of Share Certificate: Template share certificate to be issued
8. Disclosure Letter: Company's disclosures against the warranties
9. KYC Requirements: List of required know-your-client documents for compliance
Authors
Technology and Innovation
Financial Services
Real Estate
Manufacturing
Healthcare and Biotechnology
E-commerce
Professional Services
Energy and Resources
Consumer Goods
Telecommunications
Media and Entertainment
Education
Infrastructure
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Company Secretarial
Investment
Risk Management
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Director
Corporate Lawyer
Investment Manager
Finance Director
Compliance Officer
Corporate Development Manager
Investment Banker
Private Equity Manager
Venture Capital Manager
Board Director
Company Director
Financial Controller
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