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Share Subscription Agreement
1. Parties: Identification of the company issuing shares and the subscriber(s)
2. Background: Context of the share subscription, including relevant corporate approvals and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription: Details of the shares being subscribed for, including number, class, and nominal value
5. Subscription Price: The price per share and total subscription amount
6. Payment Terms: Terms and timing of payment, including payment method and bank details
7. Completion: Conditions precedent, completion mechanics, and timing
8. Company's Warranties: Standard warranties given by the company regarding its status, share capital, and authority
9. Subscriber's Warranties: Warranties from the subscriber regarding capacity, funds source, and investment intention
10. Costs: Allocation of costs related to the subscription
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Anti-dilution Protection: Protection for the subscriber against future share issuances at lower valuations - include when negotiated by sophisticated investors
2. Pre-emption Rights: Rights of first refusal on future share issuances - include when agreed with strategic investors
3. Board Representation: Rights to appoint directors - include for significant investments
4. Information Rights: Rights to receive financial and other company information - include for significant investors
5. Tag-Along Rights: Right to join in sales by other shareholders - include for minority protection
6. Lock-up Period: Restrictions on share transfers for a specified period - include when required for business stability
7. Dividend Rights: Special dividend rights attached to the subscribed shares - include for preference shares
8. KYC Requirements: Specific requirements for anti-money laundering compliance - include for regulated sectors or high-value transactions
1. Subscription Details: Detailed breakdown of share numbers, classes, and nominal values
2. Company Information: Extract from company register and corporate documentation
3. Shareholders' Resolution: Copy of shareholders' resolution approving the share issuance
4. Board Resolution: Copy of board resolution approving the share issuance
5. Articles of Association: Current articles of association of the company
6. Share Certificate Template: Form of share certificate to be issued
7. Shareholders' Agreement: Existing shareholders' agreement (if applicable)
8. Disclosure Letter: Disclosures against the warranties given in the agreement
9. Payment Instructions: Detailed bank account and payment reference information
10. KYC Documentation: List of required KYC documents and forms to be completed
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