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Share Subscription And Shareholders Agreement Template for Netherlands

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Key Requirements PROMPT example:

Share Subscription And Shareholders Agreement

"Need a Share Subscription and Shareholders Agreement under Dutch law for a Series A investment round where a VC firm is investing €5 million for a 25% stake in our tech startup, with specific provisions for anti-dilution protection and a liquidation preference."

Document background
The Share Subscription And Shareholders Agreement is a crucial document used when a company is issuing new shares and needs to establish or update the framework for shareholder relationships. It is particularly relevant in scenarios involving new investment rounds, company expansion, or restructuring of ownership under Dutch law. The document serves dual purposes: firstly, it details the mechanics and terms of the share subscription, including payment terms and conditions precedent; secondly, it establishes the ongoing framework for how shareholders will interact with each other and the company. This includes corporate governance provisions, share transfer restrictions, minority protections, and exit mechanisms. The agreement must comply with Dutch corporate law requirements and often includes specific provisions required by Dutch practice, such as those relating to works council consultation rights and notarial requirements for share transfers.
Suggested Sections

1. Parties: Identification of all parties including the Company, existing shareholders, and new subscriber(s)

2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement

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 of the share subscription

6. Warranties and Representations: Standard warranties from the company, existing shareholders, and new subscribers

7. Management and Corporate Governance: Board composition, appointment rights, and decision-making processes

8. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights

9. Reserved Matters: List of decisions requiring special majority or unanimous approval

10. Share Transfer Restrictions: Limitations on share transfers, including lock-up period and transfer procedures

11. Pre-emption Rights: Process for offering shares to existing shareholders before external sales

12. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions

13. Anti-dilution Protection: Mechanisms to protect shareholders from dilution in future share issues

14. Confidentiality: Obligations regarding confidential information and company secrets

15. Term and Termination: Duration of the agreement and circumstances for termination

16. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Dividend Policy: Used when parties want to establish specific dividend distribution rules

2. Intellectual Property Rights: Important for technology companies or when IP is a significant asset

3. Non-Competition and Non-Solicitation: Included when shareholders are also involved in business operations

4. Dead-Lock Resolution: Required for 50/50 joint ventures or where major decisions require unanimous consent

5. Put and Call Options: Used when parties want specific exit mechanisms

6. Employee Share Scheme: Relevant when company has or plans to implement employee share ownership

7. Information Rights: Detailed reporting requirements, typically for professional investors

8. Strategic Direction: Used when specific business objectives need to be agreed upon

9. Additional Funding Provisions: Important for growth companies likely to need future funding rounds

10. Founder Commitments: Required when founders have specific obligations or restrictions

Suggested Schedules

1. Schedule 1: Details of the Company: Company information including registration details, share capital structure

2. Schedule 2: Shareholding Structure: Pre and post-completion shareholding tables

3. Schedule 3: Subscription Details: Detailed terms of the share subscription including payment mechanics

4. Schedule 4: Company Warranties: Comprehensive list of company warranties

5. Schedule 5: Reserved Matters: Detailed list of matters requiring special approval

6. Schedule 6: Board Procedures: Detailed procedures for board meetings and decision-making

7. Schedule 7: Deed of Adherence: Template for new shareholders to join the agreement

8. Schedule 8: Business Plan: Initial business plan and strategic objectives

9. Schedule 9: Tag and Drag Terms: Detailed mechanics for tag-along and drag-along rights

10. Appendix A: Articles of Association: Current or amended articles of association

11. Appendix B: Shareholders' Register: Copy of the updated shareholders' register

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions























































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Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Media and Entertainment

Biotechnology

Software

E-commerce

Telecommunications

Clean Technology

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Executive Management

Board of Directors

Compliance

Investment

Company Secretariat

Shareholder Relations

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Managing Director

Board Member

Legal Counsel

Corporate Lawyer

Finance Director

Compliance Officer

Company Director

Investment Manager

Venture Capital Partner

Private Equity Manager

Corporate Development Manager

Shareholder Relations Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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