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Subscription And Shareholders Agreement
"I need a Subscription and Shareholders Agreement for my technology startup, where we're bringing in three new angel investors who will collectively subscribe for 25% of the company's shares, with specific provisions for future funding rounds and anti-dilution protection."
1. Parties: Identifies all parties to the agreement including the company and all shareholders
2. Background: Sets out the context of the agreement, including company details and purpose of the share subscription
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Share Subscription: Details of shares being subscribed for, including class, number, and price
5. Completion: Mechanics and timing of the share subscription completion, including conditions precedent
6. Payment Terms: Terms and method of payment for the subscribed shares
7. Warranties and Representations: Warranties given by the company and existing shareholders to subscribers, and vice versa
8. Company Governance: Board composition, appointment rights, and decision-making processes
9. Shareholder Rights and Obligations: Key rights and obligations of shareholders including voting rights and capital contributions
10. Share Transfers: Restrictions on transfer of shares and process for permitted transfers
11. Tag-Along and Drag-Along Rights: Rights of shareholders to participate in or be required to join in share sales
12. Dividend Policy: Framework for declaration and payment of dividends
13. Confidentiality: Obligations regarding confidential information
14. Dispute Resolution: Process for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Pre-emptive Rights: Detailed first right of refusal process for existing shareholders - used when shareholders want strong control over ownership
2. Minority Protection Rights: Additional protections for minority shareholders - important when there are significant minority investors
3. Strategic Decisions: List of decisions requiring special majorities - used for complex corporate structures
4. Non-Competition: Restrictions on shareholders competing with the company - important for closely-held companies
5. Intellectual Property Rights: Specific provisions regarding IP ownership and usage - crucial for technology companies
6. Employee Share Scheme: Provisions for employee share ownership - relevant when implementing employee incentive schemes
7. Exit Strategy: Specific provisions regarding company sale or IPO - important for investment-focused shareholders
8. Management Provisions: Detailed management structure and responsibilities - used in larger or more complex organizations
1. Schedule 1: Company Details: Details of the company including incorporation, share capital, and directors
2. Schedule 2: Subscription Details: Detailed breakdown of share subscription including shareholder names, share numbers, and prices
3. Schedule 3: Warranties: Comprehensive list of warranties given by parties
4. Schedule 4: Reserved Matters: List of decisions requiring special approval
5. Schedule 5: Share Capital Table: Pre and post-subscription shareholding structure
6. Schedule 6: Board Procedures: Detailed procedures for board meetings and decision-making
7. Schedule 7: Business Plan: Initial business plan and key milestones
8. Schedule 8: Deed of Adherence: Form of deed for new shareholders to join the agreement
Authors
Technology
Start-ups
Financial Services
Professional Services
Manufacturing
Real Estate
Healthcare
Retail
E-commerce
Education
Media and Entertainment
Biotechnology
Clean Energy
Agriculture
Construction
Legal
Finance
Corporate Development
Executive Leadership
Board of Directors
Investment
Compliance
Company Secretariat
Corporate Governance
Strategic Planning
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Board Director
Managing Director
Venture Capital Partner
Private Equity Manager
Corporate Finance Manager
Business Development Director
Company Founder
Startup Founder
Investment Analyst
Commercial Director
General Counsel
Compliance Officer
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