The Share Subscription Agreement And Share Purchase Agreement is essential for companies raising capital or facilitating share transfers in the United States. This document is typically used during funding rounds, private placements, or when existing shareholders sell their stakes. It ensures compliance with SEC regulations, state securities laws, and corporate governance requirements while protecting both the company's and investors' interests. The agreement includes crucial details about share valuation, transfer mechanics, representations and warranties, and various rights and obligations of the parties involved.
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1. Parties: Identifies the parties to the agreement, including full legal names and addresses
2. Background/Recitals: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Subscription/Purchase Details: Number of shares, class, price per share, and total consideration
5. Payment Terms: Payment mechanism, timing, and currency
6. Closing Conditions: Conditions that must be satisfied before completion
7. Representations and Warranties: Statements of fact by both parties about their capacity and authority
8. Covenants: Ongoing obligations of the parties
9. Governing Law: Law governing the agreement and jurisdiction for disputes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their stake
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale of the company
3. Anti-Dilution Provisions: Protection mechanisms against dilution of shareholding in future funding rounds
4. Board Appointment Rights: Rights of investors to appoint directors to the company board
1. Capitalization Table: Current and post-investment shareholding structure of the company
2. Disclosure Schedule: Exceptions and qualifications to representations and warranties
3. Form of Share Certificate: Template of share certificate to be issued to the subscriber
4. Corporate Documents: Copies of articles of incorporation, bylaws, and relevant board resolutions
5. Shareholders' Rights: Detailed description of rights and obligations attached to the shares
6. Transfer Restrictions: Detailed provisions regarding restrictions on transfer of shares
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