Shares Subscription Agreement Template for Philippines

1. Foreign Ownership Compliance: Required when subscriber is foreign, detailing compliance with Philippine foreign ownership restrictions

2. Tag-Along Rights: Optional protection for minority shareholders to join in sale of shares

3. Drag-Along Rights: Optional provision allowing majority shareholders to force minority participation in sale

4. Anti-Dilution Protection: Optional protection against future share issuances at lower valuations

5. Board Seat Rights: Optional provision granting board representation rights based on subscription size

6. Dividend Rights: Special provisions regarding dividend entitlements if different from standard share rights

7. Pre-emptive Rights: Rights of first refusal on future share issuances

8. Share Transfer Restrictions: Additional restrictions on transfer of subscribed shares

9. Management Rights: Special management or voting rights attached to the subscription

1. Schedule 1: Share Capital Structure: Details of the company's share capital structure pre and post-subscription

2. Schedule 2: Subscription Details: Detailed breakdown of shares being subscribed, including class, rights, and restrictions

3. Schedule 3: Payment Schedule: Detailed payment terms and installment schedule if applicable

4. Schedule 4: Corporate Documents: List of corporate documents provided/to be provided (Articles of Incorporation, By-laws, etc.)

5. Schedule 5: Regulatory Approvals: List of required regulatory approvals and status

6. Schedule 6: Disclosure Schedule: Company disclosures against representations and warranties

7. Appendix A: Deed of Adherence: Form of deed to be executed by subscriber if required by shareholders' agreement

8. Appendix B: Board Resolution: Format of board resolution approving the share issuance

9. Appendix C: Shareholders' Resolution: Format of shareholders' resolution if required for the subscription