Shareholders Agreement And Share Subscription Agreement Template for Philippines

1. Tag-Along Rights: Optional clause giving minority shareholders the right to join in sale of shares by majority shareholders - typically included when there are significant minority shareholders

2. Drag-Along Rights: Optional clause allowing majority shareholders to force minority shareholders to join in sale of shares - typically included for exit flexibility

3. Anti-Dilution Protection: Optional protection for investors against future down-rounds - typically included for venture capital investments

4. Put and Call Options: Optional rights for forced sale or purchase of shares - included when parties want specific exit mechanisms

5. Deadlock Resolution: Optional mechanisms for resolving shareholder deadlocks - particularly important for 50/50 joint ventures

6. IPO Rights: Optional provisions regarding future public offerings - included when parties contemplate eventual listing

7. Foreign Ownership Compliance: Optional section detailing compliance with Philippine foreign ownership restrictions - required only if foreign shareholders are involved

1. Schedule 1: Share Capital Structure: Details of current and post-completion shareholding structure

2. Schedule 2: Subscription Details: Detailed breakdown of share subscription including share numbers, prices, and payment terms

3. Schedule 3: Company Information: Key company details including registration information, directors, and officers

4. Schedule 4: Reserved Matters: Comprehensive list of matters requiring special approval

5. Schedule 5: Warranties: Detailed warranties given by the parties

6. Schedule 6: Board Procedures: Detailed procedures for board meetings and resolutions

7. Schedule 7: Deed of Adherence: Form of deed for new shareholders joining the agreement

8. Appendix A: Articles of Incorporation: Copy of the company's articles of incorporation

9. Appendix B: By-Laws: Copy of the company's by-laws