The Shares Subscription Agreement is a crucial document used when a company issues new shares to investors under Danish law. It serves as the primary legal instrument for documenting share capital increases and establishing the relationship between the issuing company and new shareholders. This agreement is particularly relevant in various scenarios including startup funding rounds, private placements, and corporate restructuring. The document must comply with Danish corporate law requirements, especially the Danish Companies Act (Selskabsloven), and typically includes detailed provisions about share pricing, payment terms, representations and warranties, and closing conditions. A well-structured Shares Subscription Agreement is essential for protecting both the company's and investors' interests while ensuring regulatory compliance in the Danish legal framework.
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Key Requirements PROMPT example:
Shares Subscription Agreement
I need a Shares Subscription Agreement under Danish law for a Series A investment round where a venture capital firm is subscribing to 25% of our technology startup's shares, with specific focus on anti-dilution protection and board representation rights.
1. Parties: Identification of the company issuing shares and the subscriber(s)
2. Background: Context of the share subscription, including corporate approvals and capital increase decisions
3. Definitions: Key terms used throughout the agreement
4. Subscription: Details of shares being subscribed, including number, class, and nominal value
5. Subscription Price: Total price and price per share
6. Payment Terms: Timing and method of payment for the subscribed shares
7. Closing Conditions: Conditions precedent to the completion of the subscription
8. Closing: Process and documentation for completing the subscription
9. Representations and Warranties: Standard declarations by both the company and subscriber
10. Confidentiality: Obligations regarding confidential information
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Tag-Along Rights: Include when existing shareholders are granted right to join in share transfers
2. Drag-Along Rights: Include when majority shareholders can force minorities to join in a sale
3. Anti-Dilution Protection: Include for protecting investors against future dilutive share issues
4. Board Representation: Include when subscriber is granted board representation rights
5. Information Rights: Include when subscriber is granted specific information access rights
6. Lock-up Period: Include when shares are subject to transfer restrictions
7. Pre-emptive Rights: Include when granting rights to participate in future share issues
8. Regulatory Compliance: Include when specific regulatory requirements apply (e.g., financial institutions)
1. Corporate Authorization: Board and shareholder resolutions approving the share issuance
2. Subscription Form: Formal share subscription form meeting Danish legal requirements
3. Articles of Association: Current articles of association of the company
4. Shareholders' Agreement: Existing shareholders' agreement, if relevant
5. Share Certificate Template: Form of share certificate to be issued
6. Due Diligence Findings: Summary of key due diligence findings, if applicable
7. Disclosure Letter: Exceptions to representations and warranties
8. KYC Documentation: Required documentation for anti-money laundering compliance
Authors
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Danish Companies Act
Encumbrance
Financial Statements
General Meeting
Group
Intellectual Property Rights
Investment Amount
Issue Price
Material Adverse Change
New Shares
Nominal Value
Parties
Payment Date
Prescribed Form
Register of Shareholders
Registration Date
Regulatory Approvals
Representations and Warranties
Share Capital
Share Certificate
Shareholder
Shareholders' Agreement
Shares
Subscription
Subscription Amount
Subscription Form
Subscription Price
Subscriber
Subsidiaries
Transaction Documents
Transfer
Voting Rights
Working Day
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Danish Companies Act
Encumbrance
Financial Statements
General Meeting
Group
Intellectual Property Rights
Investment Amount
Issue Price
Material Adverse Change
New Shares
Nominal Value
Parties
Payment Date
Prescribed Form
Register of Shareholders
Registration Date
Regulatory Approvals
Representations and Warranties
Share Capital
Share Certificate
Shareholder
Shareholders' Agreement
Shares
Subscription
Subscription Amount
Subscription Form
Subscription Price
Subscriber
Subsidiaries
Transaction Documents
Transfer
Voting Rights
Working Day
Clauses
Subscription
Payment Terms
Share Issuance
Representations and Warranties
Conditions Precedent
Closing Conditions
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Representation
Information Rights
Confidentiality
Non-competition
Non-solicitation
Warranties
Indemnification
Force Majeure
Termination
Assignment
Notices
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Costs
Further Assurance
Time of Essence
Counterparts
Payment Terms
Share Issuance
Representations and Warranties
Conditions Precedent
Closing Conditions
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Representation
Information Rights
Confidentiality
Non-competition
Non-solicitation
Warranties
Indemnification
Force Majeure
Termination
Assignment
Notices
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Costs
Further Assurance
Time of Essence
Counterparts
Relevant Industries
Technology
Financial Services
Manufacturing
Real Estate
Healthcare
Energy
Retail
Telecommunications
Professional Services
Life Sciences
Clean Technology
E-commerce
Infrastructure
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Investment
Treasury
Corporate Secretariat
Board of Directors
Executive Leadership
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Compliance Officer
Company Secretary
Board Director
Private Equity Manager
Venture Capital Manager
Investment Banker
Corporate Finance Manager
Legal Counsel
Finance Director
M&A Manager
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