Subscription And Shareholders Agreement Template for Philippines

1. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds, typically included for venture capital investments

2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances, included when agreed between parties

3. Non-compete and Non-solicitation: Restrictions on competitive activities and hiring, included when shareholders are also involved in business operations

4. Intellectual Property Rights: Special provisions regarding IP ownership and usage, important for technology companies

5. Employee Share Scheme: Provisions for employee share ownership programs, included if company plans to implement such schemes

6. Foreign Ownership Compliance: Special provisions ensuring compliance with Philippine foreign ownership restrictions, needed if foreign investors are involved

1. Schedule 1 - Share Capital and Shareholding Structure: Details of current and post-subscription share capital structure

2. Schedule 2 - Particulars of the Company: Corporate information including registration details, directors, and officers

3. Schedule 3 - Warranties: Detailed warranties given by the company and existing shareholders

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

5. Schedule 5 - Deed of Adherence: Form of deed for new shareholders joining the agreement

6. Schedule 6 - Business Plan: Company's business plan and financial projections

7. Schedule 7 - Company's Articles of Incorporation and By-laws: Constitutional documents of the company

8. Schedule 8 - Completion Requirements: Detailed list of deliverables and actions required at completion