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1. Parties: Identification of the company issuing shares and the investor(s)
2. Background: Context of the investment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subscription: Details of shares being subscribed for, including price and number
5. Completion: Conditions precedent and completion mechanics
6. Warranties: Company warranties and investor warranties
7. Preferred Rights: Special rights attaching to preferred shares
1. Anti-dilution Protection: Protection against future share issuances, used for larger investments
2. Board Appointment Rights: Rights to appoint directors, typically for significant investors
3. Information Rights: Rights to receive company information, used for minority investors
1. Share Capital Structure: Current and post-investment share capital structure
2. Warranties: Detailed company warranties
3. Rights Attaching to Preferred Shares: Detailed terms of preferred shares
4. Form of Board Resolutions: Pro-forma board resolutions approving the share issuance
5. Disclosure Letter: Exceptions to warranties
Articles
Board
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Disclosure Letter
Encumbrance
Existing Shareholders
Group
Investment Amount
Investor Director
Material Adverse Change
New Articles
Ordinary Shares
Preferred Shares
Preferred Share Price
Preferred Share Rights
Subscription
Subscription Shares
Shareholders' Agreement
Transaction Documents
Warranties
Warranty Claims
Working Capital
Management Accounts
Material Contracts
Intellectual Property Rights
Permitted Transferee
Pre-emption Rights
Regulatory Approvals
Reserved Matters
Tag-Along Rights
Drag-Along Rights
Anti-dilution Provisions
Exit
Liquidation Preference
Conversion Rights
Completion
Conditions Precedent
Payment Terms
Share Rights
Liquidation Preference
Anti-dilution Protection
Conversion Rights
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Transfer Restrictions
Board Appointment Rights
Information Rights
Voting Rights
Warranties
Covenants
Reserved Matters
Confidentiality
Non-Competition
Exit Provisions
Dividend Rights
Registration Rights
Representations
Indemnification
Assignment
Notices
Governing Law
Jurisdiction
Entire Agreement
Severability
Force Majeure
Amendment
Waiver
Costs
Further Assurance
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