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Share Issue Agreement
"I need a Share Issue Agreement for my Swiss technology startup issuing 10,000 new preferred shares to three venture capital investors, with specific anti-dilution protections and board representation rights included."
1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the share issue, including corporate approvals and purpose of the issuance
3. Definitions: Defined terms used throughout the agreement
4. Share Issue: Details of the shares being issued, including number, class, and nominal value
5. Subscription Price: Total consideration and payment terms for the shares
6. Conditions Precedent: Conditions that must be satisfied before the share issue becomes effective
7. Closing: Mechanics and timing of the completion of the share issue
8. Company's Representations and Warranties: Statements of fact and assurances from the issuing company
9. Subscriber's Representations and Warranties: Statements of fact and assurances from the subscriber
10. Registration in Share Register: Process and confirmation of entry in the company's share register
11. Costs: Allocation of costs related to the share issue
12. Notices: Communication requirements and contact details
13. Confidentiality: Obligations regarding confidential information
14. Governing Law and Jurisdiction: Specification of Swiss law and jurisdiction for disputes
15. Execution: Signature blocks and execution requirements
1. Multiple Closings: Required when the share issue will be completed in multiple tranches
2. Share Transfer Restrictions: Include when there are specific limitations on the transfer of the newly issued shares
3. Tag-Along Rights: Include when existing shareholders are granted co-sale rights
4. Drag-Along Rights: Include when majority shareholders can force minorities to join in a sale
5. Anti-Dilution Protection: Include for preferred share issues or when specifically negotiated
6. Board Representation: Include when the share issue includes rights to board seats
7. Dividend Rights: Include when specific dividend rights are attached to the shares
8. Information Rights: Include when subscribers are granted specific information rights
1. Corporate Approvals: Copies of board and shareholder resolutions approving the share issue
2. Subscription Form: Standard form for share subscription under Swiss law
3. Share Certificate Specimen: Form of share certificate to be issued (if applicable)
4. Updated Articles of Association: Revised articles reflecting the new share capital structure
5. Capital Increase Report: Statutory report on the capital increase (Kapitalerhöhungsbericht)
6. Auditor's Verification Report: Required verification report for certain types of capital increases
7. Payment Confirmation: Bank confirmation of capital contribution
8. KYC Documentation: Required anti-money laundering documentation
9. Existing Shareholders' Rights: Summary of any pre-emptive rights and waivers
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Professional Services
Retail
Energy
Telecommunications
Life Sciences
Infrastructure
Consumer Goods
Media & Entertainment
Biotechnology
Clean Technology
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Board of Directors
Corporate Secretariat
Treasury
Investment Relations
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Investment Manager
Corporate Lawyer
Finance Director
Compliance Officer
Board Member
Managing Director
Head of Corporate Development
Investment Banker
Private Equity Manager
Venture Capital Manager
Company Secretary
Chief Legal Officer
Head of M&A
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