The Shareholder Subscription Agreement is essential when a company seeks to issue new shares to investors, whether in a private placement or other offering structure. This document, governed by U.S. federal and state securities laws, serves as the primary contract detailing the share subscription process. It includes critical information about share pricing, payment terms, subscriber representations, and company warranties. The agreement helps ensure regulatory compliance while protecting both parties' interests and establishing clear terms for the investment transaction.
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1. Parties: Identifies the company issuing shares and the subscribing shareholder(s)
2. Background/Recitals: Explains the context of the share subscription and the company's authorization to issue shares
3. Definitions: Defines key terms used throughout the agreement
4. Subscription for Shares: Details of shares being subscribed for, including number, class, and price
5. Payment Terms: Specifies payment method, timing, and conditions
6. Representations and Warranties: Statements of fact from both company and subscriber
7. Closing Conditions: Conditions that must be met before share issuance
8. Governing Law: Specifies jurisdiction and applicable law
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - include when protecting minority shareholders
2. Drag-Along Rights: Ability to force minority shareholders to join in sale - include when majority shareholders need exit flexibility
3. Pre-emptive Rights: Right to maintain ownership percentage in future offerings - include when protecting against dilution
4. Lock-up Period: Restriction on share transfer for specified period - include when stability in shareholding is desired
1. Share Certificate: Form of share certificate to be issued
2. Disclosure Schedule: Exceptions to representations and warranties
3. Shareholder Information: Detailed subscriber information and accredited investor status
4. Corporate Resolutions: Board and shareholder resolutions authorizing share issuance
5. Investment Questionnaire: Due diligence questionnaire for accredited investor verification
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