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Shares Subscription Agreement
"I need a Shares Subscription Agreement under Austrian law for my tech startup issuing 10,000 Series A preferred shares to a venture capital firm, with specific anti-dilution protection and board appointment rights for the investor."
1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the share issuance, including corporate approvals and purpose of the subscription
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription: Details of shares being subscribed for, including number, class, and price per share
5. Payment Terms: Terms and method of payment for the subscribed shares
6. Closing: Conditions precedent, closing mechanics, and timing
7. Representations and Warranties of the Company: Company's confirmations regarding its authority, share capital, and compliance with laws
8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, financial ability, and investment intent
9. Covenants: Ongoing obligations of both parties
10. Completion Obligations: Actions to be taken at closing by each party
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
14. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when existing shareholders are granted the right to join in any sale of shares by the subscriber
2. Drag-Along Rights: Include when majority shareholders can force minority shareholders to join in a sale
3. Pre-emptive Rights: Include when existing shareholders are given priority rights in future share issuances
4. Anti-dilution Protection: Include when subscribers are protected against future dilutive share issuances
5. Board Representation: Include when subscriber is granted right to appoint board members
6. Information Rights: Include when subscriber is granted specific rights to company information
7. Share Transfer Restrictions: Include when specific limitations on share transfers are required
8. Regulatory Compliance: Include when specific regulatory requirements need to be addressed
1. Corporate Information: Details of the company's share capital, directors, and corporate structure
2. Subscription Details: Detailed breakdown of shares being subscribed for, including share numbers and consideration
3. Form of Share Certificate: Template of share certificate to be issued
4. Corporate Authorizations: Copies of board and shareholder resolutions approving the share issuance
5. Disclosure Schedule: Exceptions to company representations and warranties
6. KYC Requirements: Required documentation for anti-money laundering compliance
7. Shareholders Agreement: If applicable, form of shareholders agreement to be executed
8. Payment Instructions: Bank account and payment details for subscription amount
Authors
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Encumbrance
EUR
Existing Shareholders
Financial Year
General Meeting
Governmental Authority
Group
Issue Price
Material Adverse Change
New Shares
Ordinary Shares
Parties
Permitted Transferee
Pre-emption Rights
Purchase Price
Regulatory Approvals
Related Party
Relevant Authority
Share Capital
Shareholder Resolution
Shareholders Agreement
Shares
Subscription
Subscription Amount
Subscription Price
Subscriber
Subsidiary
Transaction Documents
Transfer
Warranties
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Company Warranties
Subscriber Warranties
Covenants
Anti-dilution
Pre-emptive Rights
Tag-along Rights
Drag-along Rights
Share Transfer Restrictions
Board Representation
Information Rights
Confidentiality
Announcements
Assignment
Costs
Notices
Amendments
Severability
Entire Agreement
Force Majeure
Further Assurance
Governing Law
Jurisdiction
Dispute Resolution
Termination
Non-competition
Data Protection
Regulatory Compliance
Anti-corruption
Indemnification
Financial Services
Banking
Investment Management
Private Equity
Venture Capital
Technology
Real Estate
Manufacturing
Healthcare
Energy
Infrastructure
Professional Services
Retail
Telecommunications
Legal
Finance
Corporate Development
Compliance
Treasury
Investment
Corporate Secretariat
Executive Leadership
Risk Management
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Private Equity Manager
Venture Capital Manager
Company Secretary
Legal Director
Corporate Finance Director
Investment Banker
Compliance Officer
Board Member
Managing Director
Finance Director
Corporate Development Manager
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