The Share Subscription Agreement is a crucial document used in Philippine corporate transactions when a company seeks to increase its capital by issuing new shares to investors. This document is essential for both private and public companies engaging in capital raising activities, whether for expansion, working capital, or strategic investment purposes. The agreement must strictly comply with Philippine corporate and securities laws, including the Revised Corporation Code and Securities Regulation Code, particularly regarding share issuance procedures, foreign investment restrictions, and mandatory disclosures. It typically includes detailed provisions on share pricing, payment mechanisms, representations and warranties, and conditions precedent to closing. The document is commonly used in various scenarios including startup funding rounds, private placements, and strategic investments, serving as the primary instrument for documenting the terms of equity investments in Philippine corporations.
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1. Parties: Identifies the Company issuing the shares and the Subscriber(s), including their complete legal names and addresses
2. Background: Recitals explaining the context of the share subscription, including the Company's current share capital structure and the purpose of the subscription
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Subscription and Payment: Details of the shares being subscribed to, including number, class, and payment terms
5. Consideration: Specifies the subscription price per share and total consideration
6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
7. Closing: Procedures and requirements for completing the subscription, including timing and deliverables
8. Representations and Warranties: Statements of fact and assurances from both the Company and the Subscriber
9. Covenants: Ongoing obligations of the parties post-closing
10. Termination: Circumstances under which the agreement can be terminated and the consequences
11. Confidentiality: Obligations regarding the protection of confidential information
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, amendment procedures, and dispute resolution
1. Foreign Ownership Compliance: Required when the subscriber is foreign, detailing compliance with Philippine foreign ownership restrictions
2. Anti-Dilution Rights: Protections for the subscriber against future dilution of their shareholding
3. Tag-Along Rights: Right of the subscriber to join in the sale of shares by other shareholders
4. Pre-emptive Rights: Right of first refusal on future share issuances
5. Board Representation: Rights of the subscriber to appoint directors to the company's board
6. Multiple Closing Mechanics: Required when the subscription will be completed in multiple tranches
7. Drag-Along Rights: Right to force minority shareholders to join in the sale of shares
8. Performance Warranties: Specific warranties about company performance or milestones, typically used in startup investments
1. Schedule 1 - Share Capital Structure: Detailed breakdown of the company's share capital before and after the subscription
2. Schedule 2 - Conditions Precedent Checklist: List of all conditions that must be satisfied before closing
3. Schedule 3 - Closing Deliverables: List of documents and items to be delivered at closing
4. Schedule 4 - Form of Directors' Resolution: Template resolution approving the share issuance
5. Schedule 5 - Form of Secretary's Certificate: Template certificate confirming corporate approvals
6. Schedule 6 - Disclosure Schedule: Exceptions to representations and warranties
7. Schedule 7 - Form of Stock Certificate: Template of the stock certificate to be issued
8. Appendix A - Shareholders' Agreement: If applicable, the agreement governing relationships between shareholders post-subscription
Relevant legal definitions
Clauses
Relevant Industries
Technology
Real Estate
Manufacturing
Financial Services
Retail
Energy
Healthcare
Infrastructure
Telecommunications
Mining
Agriculture
E-commerce
Transportation
Education
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Executive Management
Treasury
Risk Management
Corporate Development
Investment Relations
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Investment Manager
Corporate Lawyer
Finance Director
Compliance Officer
Board Director
Investment Banker
Private Equity Manager
Venture Capital Manager
M&A Director
Treasury Manager
Risk Manager
Company Secretary
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