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Warrant Subscription Agreement

Warrant Subscription Agreement Template for Philippines

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Key Requirements PROMPT example:

Warrant Subscription Agreement

"I need a Warrant Subscription Agreement under Philippine law for issuing 100,000 warrants to a foreign tech investor, with an exercise price of PHP 50 per share and exercise period ending March 31, 2025, including anti-dilution protection and information rights provisions."

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Document background
The Warrant Subscription Agreement is a crucial document used when a company wishes to issue warrants as part of its financing strategy or investment incentive structure in the Philippines. This agreement is commonly utilized in various scenarios, including startup funding rounds, employee incentive programs, or as part of larger financing transactions. The document must comply with Philippine securities laws, particularly the Securities Regulation Code and relevant SEC regulations. It typically includes detailed provisions on warrant terms, exercise mechanisms, adjustments for corporate actions, and compliance with foreign ownership restrictions where applicable. The agreement serves as both a subscription document for the initial warrant issuance and a framework for the future exercise of those warrants into shares.
Suggested Sections

1. Parties: Identification of the issuing company and the warrant subscriber

2. Background: Context of the warrant issuance, including corporate authorizations and purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription of Warrants: Details of the warrant subscription, including number of warrants, subscription price, and payment terms

5. Terms of the Warrants: Core terms including exercise price, exercise period, and underlying shares

6. Exercise Procedure: Process and requirements for exercising the warrants

7. Representations and Warranties: Standard representations and warranties from both parties

8. Company Covenants: Ongoing obligations of the company, including maintaining sufficient authorized shares

9. Adjustment Provisions: Mechanisms for adjusting warrant terms in response to corporate actions

10. Transferability: Terms governing the transfer of warrants

11. Notices: Requirements for formal communications between parties

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details

13. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability

Optional Sections

1. Tag-Along Rights: Include when warrant holders are to be given rights to participate in future sales of shares

2. Anti-Dilution Protection: Include when specific protections against dilution are required beyond standard adjustments

3. Registration Rights: Include when warrant holders are given rights to require registration of underlying shares

4. Board Observer Rights: Include when warrant holders are granted rights to observe board meetings

5. Information Rights: Include when warrant holders are entitled to receive specific company information

6. Foreign Ownership Compliance: Include when subscriber is foreign and subject to Philippine foreign ownership restrictions

7. Tax Provisions: Include detailed tax provisions when specific tax treatment or obligations need to be addressed

Suggested Schedules

1. Form of Warrant Certificate: Template of the physical warrant certificate to be issued

2. Exercise Notice: Form of notice to be submitted when exercising warrants

3. Calculation of Exercise Price: Details of exercise price calculation if complex or subject to adjustments

4. Corporate Authorizations: Copies of relevant board and shareholder resolutions

5. Deed of Adherence: Form for transferees to become bound by the agreement

6. Shareholders' Agreement: If referenced, key terms of existing shareholders' agreement affecting warrant holders

7. Capitalization Table: Current and post-exercise capitalization of the company

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Articles of Incorporation
Board
Business Day
By-laws
Closing
Closing Date
Company
Competent Authority
Completion
Confidential Information
Consideration
Corporate Action
Deed of Adherence
Directors
Effective Date
Encumbrance
Event of Default
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Exercise Rights
Expiry Date
Fair Market Value
Force Majeure Event
Fully Diluted Basis
Governmental Authority
Group
Issue Date
Issuing Company
Material Adverse Effect
Notice
Ordinary Shares
Party/Parties
Person
Philippine SEC
Record Date
Register of Members
Related Party
Relevant Securities
Securities Regulation Code
Share Capital
Shareholder
Shares
Subscriber
Subscription Price
Subscription Rights
Trading Day
Transfer
Underlying Shares
Warrant Certificate
Warrant Holder
Warrant Register
Warrants
Clauses
Subscription Rights
Payment Terms
Exercise Rights
Exercise Price
Exercise Period
Exercise Procedure
Warrant Certificates
Transfer Restrictions
Anti-Dilution Protection
Adjustment Provisions
Representations and Warranties
Company Covenants
Subscriber Covenants
Information Rights
Tag-Along Rights
Drag-Along Rights
Registration Rights
Confidentiality
Force Majeure
Events of Default
Remedies
Termination
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Governing Law
Dispute Resolution
Foreign Ownership Compliance
Tax Matters
Regulatory Compliance
Relevant Industries

Technology

Financial Services

Real Estate

Manufacturing

Energy

Mining

Infrastructure

Telecommunications

Healthcare

Retail

Agriculture

Transportation

Construction

Entertainment

Education

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Treasury

Investment Relations

Corporate Development

Risk Management

Board Secretariat

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Compliance Officer

Finance Director

Treasury Manager

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Development Manager

Board Member

Company Director

Financial Controller

Risk Manager

Industries
Securities Regulation Code (Republic Act No. 8799): Primary legislation governing securities, including warrants, their issuance, registration, and trading in the Philippines. Sets forth requirements for securities offerings and investor protection.
Revised Corporation Code of the Philippines (Republic Act No. 11232): Governs corporate matters including the authority to issue securities, corporate approvals required for warrant issuance, and shareholders' rights.
Civil Code of the Philippines (Republic Act No. 386): Provides the basic framework for contracts, including requirements for validity, interpretation, and enforcement of contractual obligations.
Foreign Investments Act (Republic Act No. 7042): Regulates foreign investments and ownership limitations in Philippine corporations, which may affect warrant holders' rights.
National Internal Revenue Code: Governs tax implications of warrant issuance, exercise, and transfer, including documentary stamp tax and income tax considerations.
Anti-Money Laundering Act (Republic Act No. 9160): Sets requirements for due diligence and reporting in financial transactions, including securities dealings.
Securities and Exchange Commission (SEC) Memorandum Circulars: Various implementing rules and regulations that provide specific requirements for warrant issuance, disclosure, and registration.
Philippine Competition Act (Republic Act No. 10667): May be relevant if the warrant subscription involves substantial ownership changes that could trigger merger control requirements.
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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