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Share Subscription Agreement
"I need a Share Subscription Agreement for a South African tech startup issuing 10,000 Series A preferred shares to a foreign venture capital investor, with anti-dilution protection and board representation rights, planned for completion by March 2025."
1. Parties: Identification of the Company issuing shares and the Subscriber(s)
2. Background: Context of the transaction, including company's share capital structure and purpose of the subscription
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription: Details of shares being subscribed for, including class, number, and subscription price
5. Payment Terms: Terms and method of payment for the subscription shares
6. Conditions Precedent: Any conditions that must be fulfilled before the subscription becomes effective
7. Completion: Process and timing for completing the subscription, including documentation requirements
8. Warranties and Representations: Warranties given by both the company and the subscriber
9. Company's Obligations: Company's commitments regarding share issuance and registration
10. Subscriber's Obligations: Subscriber's commitments including payment and documentation
11. Confidentiality: Provisions regarding confidential information
12. Notices: How formal notices under the agreement should be given
13. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Used when existing shareholders are granted the right to join in any sale by the new subscriber
2. Anti-dilution Protection: Include when protecting the subscriber against future dilutive share issues
3. Board Representation: When the subscriber is to be granted board representation rights
4. Exchange Control Provisions: Required when the subscriber is a foreign investor
5. Pre-emptive Rights: When the subscriber is to be granted rights to participate in future share issues
6. Dividend Rights: When specific dividend rights are attached to the subscription shares
7. Information Rights: When the subscriber is to receive specific company information rights
8. Lock-up Period: When restrictions on share transfers for a specific period are required
1. Share Capital Structure: Details of the company's existing share capital structure
2. Subscription Shares Details: Detailed description of the shares being subscribed for
3. Company Warranties: Detailed warranties given by the company
4. Subscriber Warranties: Detailed warranties given by the subscriber
5. Completion Requirements: Checklist of documents and actions required for completion
6. Board Resolution: Copy of board resolution approving the share issue
7. Shareholder Resolution: Copy of shareholder resolution (if required) approving the share issue
8. FICA Requirements: List of required FICA documentation for compliance
Authors
Financial Services
Technology
Manufacturing
Mining
Real Estate
Retail
Healthcare
Agriculture
Energy
Telecommunications
Professional Services
Education
Infrastructure
Media and Entertainment
Private Equity
Legal
Finance
Corporate Finance
Compliance
Corporate Secretarial
Investment
Risk Management
Due Diligence
Treasury
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Company Secretary
Financial Director
Compliance Officer
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Finance Manager
Board Director
Transaction Advisor
Due Diligence Officer
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