The Shares Subscription Agreement is a crucial document used when a company wishes to issue new shares to investors or existing shareholders in Malta. This agreement is essential for documenting the terms of share subscriptions, ensuring compliance with Maltese corporate law, and protecting both the issuing company's and subscribers' interests. It includes vital information such as share price, payment terms, representations and warranties, and completion mechanics. The document must comply with the Maltese Companies Act (Cap. 386) and related regulations, particularly regarding share capital requirements and corporate governance. It's commonly used in various scenarios including startup funding rounds, capital raising by established companies, and corporate restructuring. The agreement also typically addresses anti-money laundering requirements, which are particularly important in Malta's financial services sector.
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1. Parties: Identification of the Company and the Subscriber(s)
2. Background: Context of the subscription, including company's current share capital structure and purpose of the subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription: Details of shares being subscribed for, including class, number, and price per share
5. Payment Terms: Timing and method of payment for the subscribed shares
6. Completion: Actions to be taken at completion, including delivery of documents and payment
7. Company's Representations and Warranties: Company's confirmations regarding its status, authority, and share capital
8. Subscriber's Representations and Warranties: Subscriber's confirmations regarding capacity, authority, and financial status
9. Confidentiality: Obligations regarding confidential information
10. Notices: How formal communications between parties should be made
11. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and governing law
1. Multiple Closings: Required when the subscription will occur in multiple tranches or phases
2. Tag-Along Rights: Optional protection for minority shareholders to join in share sales
3. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in share sales
4. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in future share issues
5. Board Appointment Rights: Rights of the subscriber to appoint directors, if applicable
6. Anti-dilution Protection: Protection against future share issues at lower valuations
7. Conditions Precedent: Specific conditions that must be met before completion
8. Restrictive Covenants: Restrictions on the company's operations between signing and completion
1. Share Capital Structure: Details of the company's existing share capital and shareholding structure
2. Subscription Shares Details: Detailed specification of the shares being subscribed for
3. Form of Share Certificate: Template of the share certificate to be issued
4. Completion Documents: List of documents to be delivered at completion
5. Company Resolutions: Forms of board and shareholder resolutions required for the subscription
6. Disclosure Schedule: Exceptions to the representations and warranties
7. KYC Requirements: List of required due diligence documents for anti-money laundering compliance
8. Payment Details: Bank account and payment instruction details
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