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Shareholder Subscription Agreement
"I need a Shareholder Subscription Agreement for my Belgian tech startup, where a venture capital firm is subscribing to 10,000 newly issued Series A preferred shares, representing 15% of the company, with completion planned for March 2025."
1. Parties: Identification of the Company and the Subscriber(s), including full legal names and registered addresses
2. Background: Context of the subscription, including details of the company's share capital and the proposed investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription: Details of the shares being subscribed for, including number, class, and price per share
5. Payment Terms: Terms and timing of payment for the subscribed shares
6. Completion: Conditions precedent, completion mechanics, and timing of the share issuance
7. Representations and Warranties: Representations and warranties from both the Company and the Subscriber
8. Company Undertakings: Specific undertakings by the Company regarding the subscription and share issuance
9. Subscriber Undertakings: Specific undertakings by the Subscriber, including compliance with articles of association
10. Confidentiality: Provisions regarding confidential treatment of information
11. Notices: Process and requirements for formal notices under the agreement
12. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution formalities
1. Lock-up Period: Restrictions on transfer of subscribed shares for a specified period - include when required by existing shareholders or company policy
2. Tag-Along Rights: Rights of the subscriber to participate in future sales - include for minority investor protection
3. Pre-emptive Rights: Rights regarding future share issues - include when granting special subscription rights
4. Board Representation: Rights to appoint board members - include for significant investments
5. Anti-dilution Protection: Provisions protecting against future dilutive share issues - include for sophisticated investors
6. Information Rights: Rights to receive company information - include for significant investors
7. Compliance with Shareholders' Agreement: Reference to and compliance with existing shareholders' agreement - include if one exists
1. Share Capital Structure: Detailed breakdown of the company's share capital before and after subscription
2. Subscription Details: Detailed specifications of the shares being subscribed for
3. Form of Share Certificate: Template of the share certificate to be issued
4. Copy of Board Resolution: Resolution approving the share issuance
5. KYC Requirements: List of required know-your-customer documentation
6. Warranties Schedule: Detailed warranties given by the Company
7. Articles of Association: Current articles of association of the Company
8. Shareholders' Agreement: Copy of any existing shareholders' agreement (if applicable)
Authors
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Encumbrance
FSMA
General Meeting
Group
Insolvency Event
Issue Price
Long Stop Date
Material Adverse Change
New Shares
Notary
Payment Date
Prescribed Currency
Register of Shareholders
Regulatory Authority
Shareholders
Shareholders' Agreement
Share Capital
Subscription Amount
Subscription Price
Subscriber
Subscription Shares
Securities
Signing Date
Subsidiary
Tax
Transaction Documents
Warranties
Working Day
Subscription
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Company Warranties
Subscriber Warranties
Indemnification
Share Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Representation
Information Rights
Anti-dilution Protection
Confidentiality
Announcements
Data Protection
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Waiver
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail
Professional Services
Energy
Infrastructure
Telecommunications
Media & Entertainment
Life Sciences
Agriculture
Consumer Goods
Legal
Finance
Corporate Development
Executive Leadership
Compliance
Corporate Secretariat
Investment
Treasury
Board of Directors
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Secretary
Investment Manager
Finance Director
Managing Director
Corporate Lawyer
Investment Banker
Venture Capital Manager
Private Equity Manager
Company Director
Compliance Officer
Corporate Development Manager
Board Member
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