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Share Subscription And Shareholders Agreement

Share Subscription And Shareholders Agreement Template for South Africa

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Key Requirements PROMPT example:

Share Subscription And Shareholders Agreement

"I need a Share Subscription and Shareholders Agreement for a tech startup company where a venture capital firm is investing R5 million for a 25% stake, with specific provisions for anti-dilution protection and a board seat for the investor."

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Document background
The Share Subscription And Shareholders Agreement is a fundamental document used when a company is issuing new shares to investors while simultaneously establishing or updating the governance framework between all shareholders. This document is particularly relevant in South Africa where companies must navigate specific regulatory requirements including the Companies Act, Financial Markets Act, and potentially B-BBEE legislation. It's commonly used in investment rounds, company expansions, or ownership restructuring, providing comprehensive coverage of both the investment transaction and ongoing shareholder relationships. The agreement typically includes detailed provisions on share valuation, payment terms, warranties, management rights, share transfer restrictions, and dispute resolution mechanisms, all tailored to comply with South African legal requirements and market practices.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new subscribers

2. Background: Context of the transaction, including current company structure and purpose of the share subscription

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Subscription for Shares: Details of the share subscription including number, class, price, and payment terms

5. Conditions Precedent: Any conditions that must be fulfilled before the subscription becomes effective

6. Completion: Process and timing for completing the share subscription

7. Warranties and Representations: Warranties given by the company, existing shareholders, and subscribers

8. Management and Administration: Governance structure, board composition, and decision-making processes

9. Shareholders Meetings: Procedures for calling and conducting shareholder meetings

10. Reserved Matters: Decisions requiring special majority or unanimous consent

11. Share Transfers: Restrictions on transfer and process for transferring shares

12. Pre-emptive Rights: Rights of first refusal on new share issues or transfers

13. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or be forced to join in share sales

14. Deadlock: Procedures for resolving fundamental disagreements between shareholders

15. Confidentiality: Obligations regarding confidential information

16. Termination: Circumstances under which the agreement can be terminated

17. General Provisions: Standard boilerplate clauses including notices, governing law, etc.

Optional Sections

1. Anti-dilution Protection: Protection for investors against future share issues at lower valuations, typically included for venture capital investments

2. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances, included when shareholders want specific exit rights

3. Dividend Policy: Specific arrangements for distribution of profits, included when parties want to agree on this upfront

4. Non-compete and Non-solicitation: Restrictions on competitive activities, included when shareholders are also involved in business operations

5. B-BBEE Provisions: Specific provisions relating to Black Economic Empowerment requirements, included when relevant to the company's operations

6. Information Rights: Special rights for certain shareholders to receive company information, typically included for minority investor protection

7. Employee Share Scheme: Provisions relating to employee share ownership, included when company has or plans to have employee share schemes

Suggested Schedules

1. Share Capital: Details of the company's share capital structure pre and post subscription

2. Shareholders and Shareholdings: List of all shareholders and their shareholdings

3. Company Information: Key company details including registration number, registered office, directors

4. Warranties: Detailed warranties given by the company and/or selling shareholders

5. Reserved Matters List: Comprehensive list of matters requiring special approval

6. Deed of Adherence: Form of deed for new shareholders to join the agreement

7. Business Plan: Initial business plan and budget (if relevant)

8. Completion Requirements: Detailed list of actions and documents required for completion

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions
























































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Relevant Industries

Technology and Start-ups

Financial Services

Manufacturing

Real Estate

Mining and Resources

Retail

Healthcare

Agriculture

Professional Services

Education

Renewable Energy

Tourism and Hospitality

Transport and Logistics

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Corporate Secretariat

Risk Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Legal Counsel

Investment Manager

Corporate Finance Manager

Managing Director

Finance Director

Board Director

Compliance Officer

Investment Analyst

Corporate Development Manager

General Counsel

Private Equity Manager

Venture Capital Manager

Mergers & Acquisitions Director

Industries








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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