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Subscription Agreement Private Placement
"I need a Subscription Agreement Private Placement under Swiss law for a Series B funding round in a biotech startup, with provisions for qualified institutional investors and specific clauses for anti-dilution protection and information rights, to be completed by March 2025."
1. Parties: Identification of the issuer/company and the subscriber/investor
2. Background: Context of the private placement, including brief description of the offering
3. Definitions: Key terms used throughout the agreement
4. Subscription and Payment: Details of the securities being subscribed for and payment terms
5. Closing Conditions: Conditions precedent to the completion of the subscription
6. Investor Representations and Warranties: Confirmations regarding investor status, eligibility, and compliance with private placement requirements
7. Issuer Representations and Warranties: Standard company representations about authority, valid issuance, and compliance
8. Anti-Money Laundering Provisions: Compliance with Swiss AML regulations and required verifications
9. Notices: Communication procedures between parties
10. Governing Law and Jurisdiction: Specification of Swiss law and jurisdiction
11. General Provisions: Standard boilerplate including amendments, assignment, and severability
1. Tag-Along Rights: Include when existing shareholders have tag-along rights that affect new subscribers
2. Drag-Along Rights: Include when majority shareholders have drag-along rights that affect new subscribers
3. Lock-up Provisions: Include when there are transfer restrictions on the subscribed securities
4. Board Appointment Rights: Include when the subscription gives rights to board representation
5. Information Rights: Include when specific information rights are granted to the subscriber
6. Pre-emptive Rights: Include when the subscriber is granted rights in future funding rounds
7. Non-Competition and Non-Solicitation: Include for strategic investors who may have access to sensitive information
1. Subscription Details: Schedule detailing number of securities, price, and payment details
2. Investor Questionnaire: Due diligence questionnaire to verify investor status and eligibility
3. Risk Factors: Detailed description of investment risks as required by FinSA
4. Copy of Constitutional Documents: Company's articles of association and other relevant corporate documents
5. KYC/AML Documentation Requirements: List of required documents for anti-money laundering compliance
6. Form of Share Certificate: If applicable, the form of physical share certificate to be issued
7. Summary of Rights: Summary of rights attached to the subscribed securities
8. Wire Transfer Instructions: Banking details for subscription payment
Authors
Financial Services
Technology
Healthcare
Real Estate
Industrial Manufacturing
Clean Energy
Biotechnology
Infrastructure
Private Equity
Venture Capital
Professional Services
Digital Assets
Life Sciences
Consumer Goods
Telecommunications
Legal
Finance
Compliance
Corporate Development
Treasury
Risk Management
Investment Management
Corporate Secretariat
Investor Relations
Deal Advisory
Chief Executive Officer
Chief Financial Officer
General Counsel
Compliance Officer
Investment Manager
Corporate Secretary
Finance Director
Legal Counsel
Investment Banking Associate
Private Equity Manager
Fund Manager
Risk Manager
Corporate Development Director
Treasury Manager
Investor Relations Manager
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