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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."
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
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
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
Technology
Manufacturing
Financial Services
Professional Services
Healthcare
Real Estate
Retail
Energy
Media and Entertainment
Biotechnology
Software
E-commerce
Telecommunications
Clean Technology
Consumer Goods
Legal
Finance
Corporate Development
Executive Management
Board of Directors
Compliance
Investment
Company Secretariat
Shareholder Relations
Corporate Governance
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
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