The Shareholder Subscription Agreement is a crucial document used when a company wishes to issue new shares to investors under Danish law. It is particularly relevant in contexts such as capital raises, private placements, employee share schemes, or strategic investments. The agreement outlines the complete terms of the share subscription, including the number and class of shares, subscription price, payment mechanisms, and various legal protections for both parties. It must comply with Danish corporate law requirements, particularly the Danish Companies Act (Selskabsloven), and often needs to align with existing corporate documents such as the articles of association and any shareholders' agreement. The document is essential for maintaining clear corporate records, ensuring legal compliance, and establishing unambiguous rights and obligations between the company and its new shareholders.
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Key Requirements PROMPT example:
Shareholder Subscription Agreement
I need a Shareholder Subscription Agreement under Danish law for a Series A investment round where a venture capital firm is subscribing for 25% of our technology company's shares, with specific focus on anti-dilution protection and board representation rights.
1. Parties: Identification of the Company and the Subscriber(s), including registration numbers and addresses
2. Background: Context of the share subscription, including company's current share capital and purpose of the subscription
3. Definitions: Key terms used throughout the agreement
4. Subscription: Details of shares being subscribed for, including number, class, and nominal value
5. Subscription Price: Total subscription amount and price per share
6. Payment Terms: Payment method, deadline, and bank account details
7. Conditions Precedent: Any conditions that must be met before the subscription becomes effective
8. Completion: Process and timing for completing the subscription
9. Representations and Warranties: Standard warranties from both the company and subscriber
10. Confidentiality: Obligations regarding confidential information
11. Notices: How formal communications between parties should be made
12. Governing Law and Jurisdiction: Confirmation of Danish law and jurisdiction
1. Tag-Along Rights: Optional section for minority shareholder protection, relevant when existing shareholders retain significant stakes
2. Pre-emption Rights: Optional section defining first right of refusal on future share transfers, if not covered in shareholders' agreement
3. Board Representation: Optional section for large investors who negotiate board seats
4. Anti-dilution Protection: Optional section for protecting investor's shareholding percentage in future rounds
5. Dividend Rights: Optional section specifying special dividend rights, if any
6. Information Rights: Optional section defining investor's rights to company information, relevant for minority shareholders
7. Lock-up Period: Optional section restricting share transfers for a specific period
1. Share Capital Structure: Current and post-subscription share capital structure
2. Subscription Form: Formal share subscription form meeting Danish legal requirements
3. Corporate Documents: Copies of relevant corporate approvals and resolutions
4. KYC Documentation Requirements: List of required KYC documents for the subscriber
5. Articles of Association: Current articles of association and any amendments
6. Payment Instructions: Detailed bank account information and payment procedures
7. Warranties: Detailed list of warranties given by the company and/or subscriber
Authors
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Danish Companies Act
Encumbrance
Existing Shareholders
General Meeting
Governmental Authority
Group
Investment Amount
Material Adverse Change
New Shares
Parties
Payment Date
Registration Date
Regulatory Approvals
Share Capital
Shareholder
Subscriber
Subscription Price
Subscription Shares
Warranties
Working Day
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Danish Companies Act
Encumbrance
Existing Shareholders
General Meeting
Governmental Authority
Group
Investment Amount
Material Adverse Change
New Shares
Parties
Payment Date
Registration Date
Regulatory Approvals
Share Capital
Shareholder
Subscriber
Subscription Price
Subscription Shares
Warranties
Working Day
Clauses
Subscription Details
Payment Terms
Conditions Precedent
Representations and Warranties
Completion
Share Issuance
Board Approval
Shareholder Rights
Pre-emption Rights
Confidentiality
Anti-dilution
Tag-along Rights
Drag-along Rights
Information Rights
Lock-up
Transfer Restrictions
Corporate Governance
Notices
Assignment
Entire Agreement
Amendments
Severability
Costs and Expenses
Governing Law
Jurisdiction
Dispute Resolution
Payment Terms
Conditions Precedent
Representations and Warranties
Completion
Share Issuance
Board Approval
Shareholder Rights
Pre-emption Rights
Confidentiality
Anti-dilution
Tag-along Rights
Drag-along Rights
Information Rights
Lock-up
Transfer Restrictions
Corporate Governance
Notices
Assignment
Entire Agreement
Amendments
Severability
Costs and Expenses
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Energy
Professional Services
Retail
Media & Entertainment
Biotechnology
Clean Technology
Infrastructure
Agriculture
Transportation & Logistics
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Board of Directors
Investment
Corporate Governance
Administrative
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Secretary
Investment Manager
Private Equity Manager
Venture Capital Manager
Corporate Development Director
Board Member
Company Director
Investment Director
Financial Controller
Compliance Officer
Corporate Lawyer
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