The Stock Issuance Agreement is a crucial document used when a Canadian corporation issues new shares to investors or existing shareholders. This agreement is essential for both private and public companies seeking to raise capital, compensate employees through equity, or restructure their share capital. The document must comply with the Canada Business Corporations Act or relevant provincial legislation, as well as applicable securities laws. It typically includes detailed information about the share issuance, including price, class of shares, rights attached to the shares, representations and warranties, and various conditions precedent to closing. The agreement serves as a legal record of the transaction and helps protect both the issuing corporation and the subscribers by clearly defining their rights and obligations.
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1. Parties: Identification of the issuing corporation and the subscriber(s) purchasing the shares
2. Background: Context of the share issuance, including corporate authority and purpose of the issuance
3. Definitions: Key terms used throughout the agreement
4. Share Issuance Details: Specific details of shares being issued including class, number, and price per share
5. Purchase Price and Payment: Terms of payment, including method, timing, and any installment arrangements
6. Closing Conditions: Conditions that must be met before the share issuance can be completed
7. Representations and Warranties of the Corporation: Company's confirmations regarding its authority, share status, and corporate standing
8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, investment sophistication, and compliance with securities laws
9. Covenants: Ongoing obligations of both parties
10. Share Rights and Restrictions: Description of rights attached to the shares being issued
11. General Provisions: Standard contract terms including notices, amendments, governing law, etc.
1. Pre-emptive Rights: Used when existing shareholders have rights to maintain their proportional ownership
2. Share Transfer Restrictions: Include when there are limitations on how shares can be transferred
3. Board Approval Requirements: Required when share issuance needs specific board approvals or resolutions
4. Registration Rights: Include for private companies planning future public offerings
5. Tag-Along Rights: Used when minority shareholders should have the right to join in sales by majority shareholders
6. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in a sale
7. Anti-Dilution Provisions: Used particularly in preferred share issuances to protect against future dilutive issuances
1. Schedule A - Share Certificate: Form of share certificate to be issued
2. Schedule B - Shareholder Resolution: Copy of the shareholder resolution authorizing the share issuance
3. Schedule C - Board Resolution: Copy of the board resolution approving the share issuance
4. Schedule D - Disclosure Schedule: Detailed disclosures relating to representations and warranties
5. Schedule E - Subscription Form: Form to be completed by subscriber including investment amount and details
6. Appendix 1 - Share Rights and Restrictions: Detailed terms of the share class being issued
7. Appendix 2 - Accredited Investor Certificate: Certificate confirming subscriber's status as an accredited investor if applicable
Relevant legal definitions
Agreement
Articles
Board
Business Day
Closing
Closing Date
Common Shares
Company
Consideration
Director
Effective Date
Encumbrance
Governmental Authority
Law
Material Adverse Effect
Person
Preferred Shares
Purchase Price
Securities Laws
Share Certificate
Shares
Subscriber
Subscription
Subscription Amount
Transfer Agent
Transfer Restrictions
Voting Rights
Warrants
Articles
Board
Business Day
Closing
Closing Date
Common Shares
Company
Consideration
Director
Effective Date
Encumbrance
Governmental Authority
Law
Material Adverse Effect
Person
Preferred Shares
Purchase Price
Securities Laws
Share Certificate
Shares
Subscriber
Subscription
Subscription Amount
Transfer Agent
Transfer Restrictions
Voting Rights
Warrants
Clauses
Share Issuance
Payment Terms
Closing Conditions
Representations and Warranties
Covenants
Share Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Voting Rights
Dividend Rights
Anti-Dilution
Information Rights
Registration Rights
Confidentiality
Indemnification
Termination
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Entire Agreement
Severability
Further Assurances
Counterparts
Payment Terms
Closing Conditions
Representations and Warranties
Covenants
Share Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Voting Rights
Dividend Rights
Anti-Dilution
Information Rights
Registration Rights
Confidentiality
Indemnification
Termination
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Entire Agreement
Severability
Further Assurances
Counterparts
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Energy
Mining
Consumer Goods
Professional Services
Telecommunications
Biotechnology
Agriculture
Transportation
Entertainment
Education
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Board of Directors
Corporate Secretariat
Investment
Treasury
Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Investment Manager
Corporate Lawyer
Securities Lawyer
Compliance Officer
Board Director
Corporate Development Manager
Finance Director
Investment Banker
Venture Capital Manager
Private Equity Manager
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