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Share Subscription Agreement And Share Purchase Agreement Template for United States

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Key Requirements PROMPT example:

Share Subscription Agreement And Share Purchase Agreement

"I need a Share Subscription Agreement And Share Purchase Agreement for our Series B funding round, where we're issuing 1 million preferred shares to three venture capital firms, with closing expected by March 2025 and including standard anti-dilution and board appointment rights."

Document background
The Share Subscription Agreement And Share Purchase Agreement is essential for companies raising capital or facilitating share transfers in the United States. This document is typically used during funding rounds, private placements, or when existing shareholders sell their stakes. It ensures compliance with SEC regulations, state securities laws, and corporate governance requirements while protecting both the company's and investors' interests. The agreement includes crucial details about share valuation, transfer mechanics, representations and warranties, and various rights and obligations of the parties involved.
Suggested Sections

1. Parties: Identifies the parties to the agreement, including full legal names and addresses

2. Background/Recitals: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Subscription/Purchase Details: Number of shares, class, price per share, and total consideration

5. Payment Terms: Payment mechanism, timing, and currency

6. Closing Conditions: Conditions that must be satisfied before completion

7. Representations and Warranties: Statements of fact by both parties about their capacity and authority

8. Covenants: Ongoing obligations of the parties

9. Governing Law: Law governing the agreement and jurisdiction for disputes

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their stake

2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale of the company

3. Anti-Dilution Provisions: Protection mechanisms against dilution of shareholding in future funding rounds

4. Board Appointment Rights: Rights of investors to appoint directors to the company board

Suggested Schedules

1. Capitalization Table: Current and post-investment shareholding structure of the company

2. Disclosure Schedule: Exceptions and qualifications to representations and warranties

3. Form of Share Certificate: Template of share certificate to be issued to the subscriber

4. Corporate Documents: Copies of articles of incorporation, bylaws, and relevant board resolutions

5. Shareholders' Rights: Detailed description of rights and obligations attached to the shares

6. Transfer Restrictions: Detailed provisions regarding restrictions on transfer of shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Act of 1933: Federal law governing registration requirements and exemptions for securities offerings, including mandatory disclosure requirements and anti-fraud provisions

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities, establishing SEC, and mandating periodic reporting requirements for public companies

Regulation D: SEC rules providing exemptions from securities registration requirements, particularly for private placement offerings

Rule 144: SEC rule governing the resale of restricted securities and control securities, including holding period requirements

Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and exemptions for securities offerings within each state

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, governing corporate formation, operations, and shareholder rights

Internal Revenue Code: Federal tax laws affecting securities transactions, including tax implications of stock transfers and capital gains

CFIUS Regulations: Regulations governing review of foreign investments in U.S. companies for national security implications

Hart-Scott-Rodino Act: Antitrust law requiring notification and review of large securities transactions that may impact market competition

UCC Article 8: Uniform Commercial Code provisions governing investment securities, including transfer and holding of securities

UCC Article 9: Uniform Commercial Code provisions governing secured transactions, including security interests in investment securities

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

JOBS Act: Federal law easing securities regulations for smaller companies and enabling crowdfunding

Dodd-Frank Act: Federal law implementing comprehensive financial regulatory reform, including provisions affecting securities transactions

Stock Exchange Rules: Specific requirements set by exchanges like NYSE or NASDAQ governing listed companies and securities trading

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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