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Share Subscription And Shareholders Agreement
"I need a Share Subscription and Shareholders Agreement for a Series A investment round where a venture capital firm is investing PKR 50 million for a 25% stake in our technology startup, with specific provisions for anti-dilution protection and a planned exit by March 2025."
1. Parties: Identification of all parties including the Company, existing shareholders, and new investors
2. Background: Context of the transaction, company information, and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Subscription Details: Details of shares being subscribed, price, and payment terms
5. Completion: Conditions precedent, completion obligations, and timing of the share subscription
6. Warranties and Representations: Company and shareholder warranties, including title, capacity, and business warranties
7. Board Composition and Management: Board structure, appointment rights, and management provisions
8. Shareholder Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders
9. Transfer Restrictions: Restrictions on share transfers, right of first refusal, and tag-along/drag-along rights
10. Reserved Matters: Decisions requiring special majority or investor consent
11. Information and Inspection Rights: Shareholders' rights to company information and financial statements
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-dilution Protection: Protection for investors against future dilution of shareholding, used when dealing with sophisticated investors
2. Preference Rights: Special rights attached to preference shares, included when preference shares are being issued
3. Foreign Investment Provisions: Specific provisions dealing with foreign investment regulations, required when foreign investors are involved
4. Multiple Closing Provisions: Provisions for multiple investment tranches or funding rounds, used in staged investments
5. Exit Rights: Specific provisions regarding IPO or strategic sale, important for venture capital or private equity investors
6. Founder Obligations: Specific commitments and non-compete obligations for founders, used when founders remain key to the business
7. Share Option Pool: Provisions for employee stock options, included when company plans to implement ESOP
8. Deadlock Resolution: Specific procedures for resolving deadlock situations, important for 50-50 joint ventures
1. Schedule 1: Share Capital and Shareholding Structure: Details of pre and post-investment shareholding structure
2. Schedule 2: Subscription Details: Detailed breakdown of share subscription including valuation and payment terms
3. Schedule 3: Conditions Precedent: List of conditions to be satisfied before completion
4. Schedule 4: Completion Obligations: Detailed list of actions required at completion
5. Schedule 5: Company Warranties: Comprehensive list of company warranties
6. Schedule 6: Reserved Matters: Detailed list of matters requiring special approval
7. Schedule 7: Board Procedures: Detailed procedures for board meetings and decisions
8. Schedule 8: Business Plan: Initial business plan and key milestones
9. Appendix A: Form of Share Certificate: Template for share certificates to be issued
10. Appendix B: Deed of Adherence: Template for new shareholders joining the agreement
Authors
Technology and Software
Manufacturing
Financial Services
Healthcare and Pharmaceuticals
Real Estate and Construction
Retail and Consumer Goods
Energy and Utilities
Telecommunications
Agriculture and Food Processing
Professional Services
E-commerce
Education and Training
Media and Entertainment
Logistics and Transportation
Industrial Products
Legal
Finance
Corporate Secretarial
Compliance
Investment
Corporate Development
Risk Management
Executive Leadership
Board of Directors
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Company Secretary
Board Director
Legal Counsel
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Governance Officer
Compliance Officer
Financial Controller
Managing Director
Business Development Manager
Risk Manager
Strategy Director
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