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Subscription And Shareholders Agreement
"I need a Subscription and Shareholders Agreement under Irish law for a Series A investment round of €5 million into our technology startup, with two venture capital firms investing and specific provisions for founder vesting and an employee share option pool of 10%."
1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investors
2. Background: Recitals explaining the context of the agreement, company status, and transaction purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription for Shares: Details of share subscription, including number, class, price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription
6. Warranties: Standard warranties from the Company and existing shareholders to the investors
7. Board Composition and Management: Board structure, appointment rights, and management provisions
8. Shareholder Rights and Obligations: Key rights including voting, dividends, information rights, and pre-emption rights
9. Transfer Restrictions: Restrictions on share transfers and permitted transfers
10. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
11. Reserved Matters: Decisions requiring special shareholder approval
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Term and Termination: Duration of the agreement and termination events
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future down-rounds, typically included for institutional investors
2. Founder Provisions: Specific obligations and restrictions on founders, including non-compete and commitment provisions
3. Investment Committee: Provisions for establishing and operating an investment committee, typically for ventures with institutional investors
4. Employee Share Scheme: Framework for implementing employee share options or similar incentive schemes
5. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances
6. Dividend Policy: Detailed provisions regarding dividend distributions, included when specific dividend policies are agreed
7. Deadlock Resolution: Mechanisms for resolving shareholder disputes, important for 50/50 joint ventures
8. IPO Provisions: Specific provisions regarding future IPO prospects, typically for high-growth companies
1. Share Capital Table: Details of pre and post-investment shareholding structure
2. Warranties: Detailed warranties given by the Company and existing shareholders
3. Reserved Matters List: Comprehensive list of matters requiring special approval
4. Company Information: Key company details including registration number, registered office, directors
5. Form of Deed of Adherence: Template for new shareholders to join the agreement
6. Business Plan: Company's business plan and financial projections
7. Articles of Association: New/amended articles of association to be adopted
8. Board Resolutions: Pro-forma board resolutions for completion
9. Disclosure Letter: Disclosures against the warranties
Authors
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
E-commerce
Biotechnology
Software
Professional Services
Renewable Energy
Media and Entertainment
Telecommunications
Food and Beverage
Retail
Education Technology
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Investment
Company Secretariat
Board of Directors
Risk Management
Strategic Planning
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Investment Director
Company Secretary
Board Director
Venture Capital Partner
Private Equity Manager
Corporate Development Manager
Investment Manager
Legal Counsel
Compliance Officer
Financial Director
Managing Director
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