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Shareholder Subscription Agreement
"I need a Shareholder Subscription Agreement for a Series A investment round where a foreign venture capital firm will invest USD 5 million for 20% preferred shares in my Indian technology startup, with the deal expected to close by March 2025."
1. Parties: Identifies the Company, the Subscriber(s), and existing shareholders if relevant
2. Background: Recitals explaining the context of the subscription, company's business, and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and rules of interpretation
4. Subscription and Allotment: Details of shares being subscribed, subscription price, and allotment terms
5. Consideration and Payment Terms: Specification of payment amount, method, and timing for the subscription
6. Conditions Precedent: Conditions that must be satisfied before share subscription becomes effective
7. Closing: Process and requirements for completing the subscription transaction
8. Representations and Warranties: Statements of fact by both company and subscriber about their capacity, authority, and relevant circumstances
9. Covenants: Ongoing obligations of parties post-subscription
10. Term and Termination: Duration of agreement and circumstances allowing termination
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
14. General Provisions: Standard boilerplate clauses including amendments, waivers, severability
1. Multiple Closing Provisions: Used when subscription will occur in multiple tranches or rounds
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale
3. Drag-Along Rights: Include when majority shareholders want right to force minority to join in sale
4. Anti-Dilution Protection: Include for protecting investors against future dilutive issuances
5. Foreign Investment Compliance: Required when subscribers include foreign investors
6. Board Nomination Rights: Include when subscribers are getting right to nominate directors
7. Pre-emptive Rights: Include when subscribers should have rights in future funding rounds
8. Information Rights: Include when subscribers need specific rights to company information
9. Exit Rights: Include when subscribers need specific exit mechanisms or guarantees
1. Schedule 1 - Company Information: Details of company including corporate information, capital structure, subsidiaries
2. Schedule 2 - Subscription Details: Detailed breakdown of shares, price, payment terms
3. Schedule 3 - Conditions Precedent: Detailed list of all conditions to be satisfied before closing
4. Schedule 4 - Company Warranties: Comprehensive list of company representations and warranties
5. Schedule 5 - Subscriber Warranties: Comprehensive list of subscriber representations and warranties
6. Schedule 6 - Closing Checklist: List of documents and actions required at closing
7. Schedule 7 - Form of Share Certificate: Template of share certificate to be issued
8. Schedule 8 - Board Resolution Format: Template of board resolution for share allotment
9. Appendix A - Deed of Adherence: Format for new shareholders to join existing agreements
10. Appendix B - Disclosure Letter: Exceptions to warranties and representations
Authors
Agreement
Articles of Association
Board
Business Day
Company
Companies Act
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Directors
Disclosure Letter
Encumbrance
Equity Shares
Event of Default
Financial Year
FEMA
Governmental Authority
INR
Intellectual Property Rights
Investment Amount
Investor
Law
Material Adverse Effect
Memorandum of Association
Ordinary Course of Business
Parties
Person
Preferential Allotment
Preliminary Agreement
Promoter
RBI
Related Party
Relevant Securities
Representatives
SEBI
Share Capital
Shareholder
Subscription Shares
Subscription Price
Subsidiary
Tax
Transaction Documents
Warranties
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Composition
Information Rights
Confidentiality
Non-compete
Transfer Restrictions
Exit Rights
Put Option
Call Option
Regulatory Compliance
Foreign Investment
Dispute Resolution
Governing Law
Force Majeure
Indemnification
Termination
Amendment
Assignment
Notices
Costs and Expenses
Severability
Entire Agreement
Further Assurance
Waiver
Counterparts
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
E-commerce
Retail
Infrastructure
Education
Energy
Telecommunications
Media and Entertainment
Professional Services
Biotechnology
Agriculture
Legal
Finance
Corporate Secretarial
Compliance
Corporate Development
Investment
Board of Directors
Executive Leadership
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Company Secretary
Investment Manager
Corporate Lawyer
Legal Counsel
Finance Director
Investment Director
Compliance Officer
Private Equity Manager
Venture Capital Manager
Corporate Finance Manager
Board Director
Managing Director
Investment Banker
Financial Controller
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