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Form Of Subscription Agreement
"I need a Form of Subscription Agreement under Belgian law for our technology startup's Series A funding round, where we're issuing preferred shares to three venture capital firms, with a planned closing date of March 15, 2025."
1. Parties: Identification of the issuing company and the subscriber
2. Background: Context of the share issuance and subscription opportunity
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms
5. Closing Conditions: Conditions that must be satisfied before the subscription can be completed
6. Closing Process: Steps to be taken to complete the subscription, including timing and deliverables
7. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and the shares being issued
8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding their status, authority, and investment intentions
9. Anti-Money Laundering Provisions: Compliance requirements with Belgian AML regulations
10. Notices: Process for formal communications between parties
11. Confidentiality: Obligations regarding confidential information
12. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Include when existing shareholders have tag-along rights that need to be acknowledged
2. Drag-Along Rights: Include when majority shareholders have drag-along rights that need to be acknowledged
3. Pre-emptive Rights: Include when existing shareholders have pre-emptive rights on future share issuances
4. Lock-up Period: Include when there are restrictions on share transfers for a specific period
5. GDPR Compliance: Include when subscriber is a natural person or when personal data processing is involved
6. US Securities Law Compliance: Include when there's potential US nexus or US investors involved
7. Shareholder Agreement Adherence: Include when subscriber must adhere to existing shareholder agreement
8. Board Approval Rights: Include when subscription requires specific board approval processes
1. Subscription Details: Detailed information about the shares, price, and payment instructions
2. Form of Share Certificate: Template for the share certificate to be issued
3. KYC Requirements: List of required know-your-customer documentation
4. Articles of Association: Current articles of association of the company
5. Shareholder Agreement: Existing shareholder agreement (if applicable)
6. Board Resolution: Copy of board resolution approving the share issuance
7. Wire Transfer Instructions: Detailed banking information for subscription payment
8. Subscriber Questionnaire: Form collecting subscriber information and investment qualification
Authors
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Encumbrance
FSMA
Governmental Authority
Issued Shares
Material Adverse Change
New Shares
Notary
Payment Date
Purchase Price
Related Persons
Relevant Securities
Share Capital
Shareholder Agreement
Shareholders
Shares
Subscription Price
Subscriber
Subscription Amount
Share Certificate
Signing Date
Transaction Documents
Transfer
Warranties
Working Day
AML Laws
Applicable Law
Bank Account
Board Resolution
Conditions Precedent
Corporate Documents
Due Diligence Information
Effective Date
Existing Shareholders
GDPR
Investment Amount
KYC Requirements
Long Stop Date
Notice
Parties
Permitted Transferee
Registration Rights
Regulatory Approvals
Representatives
Securities
Subscription Form
Tag-Along Rights
Drag-Along Rights
Payment Terms
Share Issuance
Conditions Precedent
Representations and Warranties
Anti-Money Laundering
Closing Conditions
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Confidentiality
Data Protection
Notices
Governing Law
Jurisdiction
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Further Assurance
Counterparts
Shareholder Rights
Information Rights
Board Representation
Non-Competition
Termination
Indemnification
Time of Essence
Waiver
Third Party Rights
Compliance with Laws
Share Certificates
Registration Rights
Technology
Real Estate
Financial Services
Manufacturing
Healthcare
Biotechnology
Renewable Energy
E-commerce
Professional Services
Media and Entertainment
Telecommunications
Consumer Goods
Infrastructure
Agriculture
Legal
Finance
Compliance
Corporate Secretariat
Investment Relations
Corporate Development
Executive Leadership
Treasury
Corporate Governance
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Manager
Legal Counsel
Compliance Officer
Corporate Development Manager
Finance Director
Investment Relations Manager
Board Member
Managing Director
Private Equity Manager
Venture Capital Manager
Company Secretary
Financial Controller
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