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Share Allocation Agreement
"I need a Share Allocation Agreement for our tech startup to allocate 100,000 Series A preferred shares to a foreign venture capital firm, with anti-dilution protection and a 12-month lock-up period, targeted for completion by March 2025."
1. Parties: Identification of the company issuing shares and the recipient(s) of the share allocation
2. Background: Context of the share allocation, including company information and purpose of the allocation
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Share Allocation Details: Specific details of shares being allocated, including number, class, and price per share
5. Consideration: Details of payment or other consideration for the shares
6. Conditions Precedent: Conditions that must be satisfied before the share allocation becomes effective
7. Completion: Process and requirements for completing the share allocation
8. Representations and Warranties: Standard representations and warranties from both the company and the recipient
9. Regulatory Compliance: Compliance with Philippine corporate and securities laws
10. Confidentiality: Provisions regarding confidential information
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership (include if required by articles or shareholders' agreement)
2. Foreign Ownership Provisions: Special provisions if the share recipient is a foreign entity, ensuring compliance with Foreign Investments Act
3. Anti-dilution Protection: Protection against future share issuances (include if negotiated by the recipient)
4. Tag-Along Rights: Rights to participate in future sales (include for minority shareholder protection)
5. Performance Conditions: Conditions tied to share vesting or allocation (include for employee share schemes)
6. Lock-up Period: Restrictions on transfer of allocated shares for a specific period (include if required)
7. Multiple Closing Dates: Provisions for tranched allocations (include if shares are being allocated in stages)
1. Share Capital Structure: Details of the company's share capital structure pre and post allocation
2. Form of Share Certificate: Template of the share certificate to be issued
3. Corporate Authorizations: Copies of board and shareholder resolutions approving the share allocation
4. Regulatory Approvals: Copies of required regulatory approvals or filings
5. Payment Details: Bank account and payment instruction details
6. Completion Checklist: List of documents and actions required for completion
7. Disclosure Schedule: Exceptions to representations and warranties, if any
Authors
Allocated Shares
Articles of Incorporation
Board
Business Day
By-laws
Completion
Completion Date
Conditions Precedent
Consideration
Directors
Disclosure Schedule
Effective Date
Encumbrance
Execution Date
Existing Shareholders
Foreign Investment Negative List
Governmental Authority
Issue Price
Material Adverse Change
New Shares
Ordinary Shares
Par Value
Parties
Philippine SEC
Recipient
Regulatory Approvals
Relevant Securities
Representatives
Revised Corporation Code
Securities Regulation Code
Share Capital
Share Certificate
Shareholders Agreement
Subscription Price
Taxes
Transaction Documents
Transfer
Warranties
Working Hours
Share Allocation
Consideration
Conditions Precedent
Completion
Representations and Warranties
Regulatory Compliance
Foreign Ownership
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution
Board Representation
Information Rights
Confidentiality
Non-Competition
Share Certificates
Payment Terms
Corporate Approvals
Regulatory Filings
Tax Matters
Costs and Expenses
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Termination
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Consumer Goods
Infrastructure
Mining
Agriculture
Education
Transportation
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Human Resources
Risk Management
Treasury
Investment Relations
Corporate Communications
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Corporate Lawyer
Investment Manager
Board Director
Company Director
Chief Legal Officer
Corporate Finance Manager
Investment Banker
Private Equity Manager
Venture Capital Manager
HR Director
Company Secretary
Financial Controller
Risk Manager
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