The Share Subscription Agreement is a fundamental document used when a company seeks to raise capital by issuing new shares to investors in Singapore. It serves as the primary contractual framework governing the subscription process, ensuring compliance with Singapore's corporate and securities laws. The agreement is particularly crucial for startups, growing companies, and established businesses seeking additional capital investment. It typically includes detailed provisions about the share issuance, valuation, investor rights, and completion mechanics, while incorporating necessary safeguards for both the issuing company and the subscriber.
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1. Parties: Identifies the company issuing shares and the subscriber(s)
2. Background: Context of the share subscription and company's current status
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed
5. Payment Terms: Payment mechanism and timing for the shares
6. Completion: Process and conditions for completing the subscription
7. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority
8. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Pre-emption Rights: Rights of existing shareholders, typically included when required by company constitution or shareholders' agreement
2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares on same terms as majority shareholders
3. Drag-Along Rights: Rights enabling majority shareholders to force minority shareholders to join in a sale of the company
4. Anti-dilution Provisions: Protections against dilution from future share issuances, commonly included for sophisticated investors
1. Share Certificate Template: Form of share certificate to be issued upon completion
2. Shareholding Structure: Pre and post-subscription shareholding details showing ownership percentages
3. Company Constitution: Current constitution of the company showing share rights and restrictions
4. Board Resolution: Resolution approving the share issuance and subscription agreement
5. Disclosure Schedule: Schedule containing exceptions to representations and warranties
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