Share Allocation Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Share Allocation Agreement is a crucial document used in Philippine corporate transactions when a company wishes to issue or allocate shares to new or existing shareholders. This document is essential for compliance with Philippine corporate law, particularly the Revised Corporation Code and Securities Regulation Code. It is commonly used in various scenarios including capital raising, employee share schemes, corporate restructuring, or strategic investments. The agreement must address specific Philippine regulatory requirements, including foreign ownership restrictions if applicable, and typically includes detailed provisions about the share allocation process, payment terms, conditions precedent, and completion mechanics. It also needs to incorporate necessary corporate approvals and may require registration with or notification to the Philippine Securities and Exchange Commission depending on the transaction size and nature.
Suggested Sections

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

Optional Sections

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)

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Telecommunications

Professional Services

Consumer Goods

Infrastructure

Mining

Agriculture

Education

Transportation

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Human Resources

Risk Management

Treasury

Investment Relations

Corporate Communications

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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