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Share Subscription And Shareholders Agreement
"I need a Share Subscription and Shareholders Agreement for my Irish technology startup to document a Series A investment round closing in March 2025, where a venture capital firm is investing €2 million for a 25% stake with standard VC protections including board representation and anti-dilution rights."
1. Parties: Identification of all parties including the Company, existing shareholders, and new investor(s)
2. Background: Context of the transaction, current company structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Subscription for Shares: Details of shares being subscribed for, including number, class, and price
5. Completion: Conditions precedent, completion mechanics, and timing of the share subscription
6. Warranties: Standard warranties given by the Company and existing shareholders
7. Company Covenants: Ongoing obligations of the Company to shareholders
8. Board of Directors: Board composition, appointment rights, and board proceedings
9. Shareholder Matters: Shareholder voting rights, reserved matters, and meeting procedures
10. Share Transfers: Restrictions on transfer, pre-emption rights, and permitted transfers
11. Tag and Drag Rights: Co-sale rights and forced sale provisions
12. Information Rights: Shareholders' rights to company information and financial reports
13. Confidentiality: Confidentiality obligations of all parties
14. Exit Provisions: Provisions relating to company sale, IPO, or other exit events
15. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Anti-dilution Protection: Protection for investors against future down-rounds, used when dealing with sophisticated investors
2. Investor Director Provisions: Specific rights and protections for investor-appointed directors, included when investors get board seats
3. Preference Rights: Special rights attached to preference shares, included when issuing preferred stock
4. Founder Provisions: Specific obligations and restrictions on founders, included when founders remain operational
5. Share Vesting: Vesting provisions for founder or employee shares, used when shares are tied to continued employment
6. Non-Compete and Non-Solicit: Restrictions on competitive activities, included for key shareholders
7. ESG Provisions: Environmental, Social and Governance requirements, included for socially conscious investors
8. FATCA Compliance: US tax compliance provisions, required when US investors are involved
1. Schedule 1 - Share Capital and Shareholdings: Details of current and post-completion share capital structure
2. Schedule 2 - Company Particulars: Key company information including subsidiaries and material contracts
3. Schedule 3 - Warranties: Detailed warranty schedule
4. Schedule 4 - Reserved Matters: List of decisions requiring special shareholder approval
5. Schedule 5 - Completion Requirements: Detailed list of completion deliverables and requirements
6. Schedule 6 - Board Matters: Detailed board procedures and governance requirements
7. Schedule 7 - Deed of Adherence: Form of deed for new shareholders to join the agreement
8. Schedule 8 - Financial Budget: Initial business plan and financial projections
9. Appendix A - Share Certificate Form: Form of share certificate to be issued
10. Appendix B - Board Resolution Templates: Standard form board resolutions for completion
Authors
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Retail
Energy
Media and Entertainment
Biotechnology
Professional Services
E-commerce
Telecommunications
Clean Technology
Agriculture
Education
Legal
Finance
Corporate Development
Executive Leadership
Board of Directors
Company Secretarial
Compliance
Investment
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Investment Manager
Company Secretary
Board Director
Managing Director
Finance Director
Corporate Development Manager
Investment Analyst
Legal Counsel
Compliance Officer
Business Development Director
Venture Capital Partner
Private Equity Manager
Corporate Finance Manager
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