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Shareholder Subscription Agreement
"I need a Shareholder Subscription Agreement under Dutch law for my tech startup, where a venture capital firm will subscribe for 25% of our shares in March 2025, with specific focus on anti-dilution protection and board appointment rights for the investor."
1. Parties: Identification of the Company and the Subscriber(s)
2. Background: Context of the transaction, including current share capital structure and purpose of the subscription
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Subscription and Issuance: Core provisions regarding the number, class and nominal value of shares being subscribed for
5. Subscription Price: Details of the consideration payable, payment method and timing
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Completion: Mechanics and timing of the completion process, including required actions and deliverables
8. Company Warranties: Warranties given by the company regarding its status, share capital, and authority
9. Subscriber Warranties: Warranties given by the subscriber regarding capacity, authority, and funding
10. Covenants: Ongoing obligations of the parties post-completion
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Anti-dilution Protection: Provisions protecting subscriber from future dilution, used when negotiated as part of investment terms
2. Tag-Along Rights: Rights of subscriber to participate in future share sales, included for minority investor protection
3. Board Appointment Rights: Rights to appoint directors, included when subscriber is receiving significant ownership
4. Information Rights: Rights to receive company information, important for significant minority shareholders
5. Lock-up Period: Restrictions on share transfers for a specified period, used to ensure stability post-investment
6. Drag-Along Rights: Rights forcing minority shareholders to join in a sale, used in larger corporate structures
7. Pre-emptive Rights: Rights regarding future share issuances, optional but common in private companies
8. Tax Provisions: Specific tax-related provisions, included when transaction has significant tax implications
1. Share Capital Structure: Details of the company's share capital before and after subscription
2. Subscription Details: Detailed breakdown of shares being subscribed for and payment terms
3. Conditions Precedent Checklist: List of all conditions and their status
4. Form of Board Resolutions: Template board resolutions approving the share issuance
5. Form of Shareholders' Resolution: Template shareholders' resolution approving the share issuance
6. Deed of Issue: Form of notarial deed required under Dutch law for share issuance
7. Disclosure Letter: Disclosures against the warranties
8. KYC Requirements: Required know-your-customer documentation
9. Articles of Association: Current articles of association and any proposed amendments
Authors
Technology
Financial Services
Real Estate
Healthcare
Manufacturing
Energy
Infrastructure
E-commerce
Professional Services
Telecommunications
Biotechnology
Software
Retail
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Executive Management
Company Secretariat
Treasury
Corporate Governance
Investor Relations
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Company Secretary
Financial Director
Legal Counsel
Corporate Development Manager
Compliance Officer
Board Member
Investment Director
Legal Director
Transaction Manager
Finance Manager
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