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Share Subscription Agreement
"I need a Share Subscription Agreement for my Pakistan-based technology startup to issue Series A preferred shares to a foreign venture capital investor, with the completion date set for March 15, 2025, including anti-dilution protection and board appointment rights."
1. Parties: Identification of the Company issuing shares and the Subscriber(s)
2. Background: Context of the transaction, including company status and purpose of investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription: Details of shares being subscribed to, including class, number, and price
5. Payment Terms: Terms and method of payment for the subscribed shares
6. Completion: Conditions precedent, completion mechanics, and timing
7. Company's Representations and Warranties: Company's statements about its legal status, authority, and business condition
8. Subscriber's Representations and Warranties: Subscriber's statements about their capacity and authority to enter the agreement
9. Pre-Completion Obligations: Obligations of parties before completion of the share subscription
10. Post-Completion Obligations: Obligations of parties after completion of the share subscription
11. Confidentiality: Provisions regarding confidential information and its protection
12. Notices: Process and requirements for giving notices under the agreement
13. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Optional section for minority shareholder protection, used when existing shareholders may sell their shares
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company
3. Anti-Dilution Protection: Include when investors want protection against future down-rounds
4. Board Representation: Include when the subscriber is to receive board representation rights
5. Dividend Rights: Include when specific dividend rights are to be attached to the subscribed shares
6. Foreign Investment Provisions: Include when the subscriber is a foreign investor, addressing FERA compliance
7. Share Transfer Restrictions: Include when there are specific restrictions on transfer of subscribed shares
8. Exit Rights: Include when specific exit mechanisms or IPO rights are to be granted to the subscriber
1. Schedule 1 - Share Capital Structure: Details of the company's share capital structure pre and post-subscription
2. Schedule 2 - Subscription Shares Details: Detailed description of the shares being subscribed to, including rights and preferences
3. Schedule 3 - Conditions Precedent: List of conditions to be satisfied before completion
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Company Warranties: Detailed list of company warranties
6. Schedule 6 - Disclosure Letter: Exceptions and qualifications to the warranties
7. Schedule 7 - Corporate Information: Key corporate information including directors, shareholders, and corporate structure
8. Appendix A - Board Resolution: Copy of board resolution approving the share subscription
9. Appendix B - Shareholders' Resolution: Copy of shareholders' resolution (if required) approving the share issuance
Authors
Articles of Association
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Event of Default
Existing Shareholders
Financial Year
Governmental Authority
Investment Amount
Material Adverse Change
Memorandum of Association
Ordinary Shares
Parties
PKR
Preference Shares
Regulatory Approvals
SECP
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subscription Shares
Subscriber
Subsidiaries
Transaction Documents
Warranties
Working Day
Subscription
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Pre-Completion Obligations
Post-Completion Obligations
Share Rights
Board Appointment Rights
Information Rights
Reserved Matters
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Exit Rights
Confidentiality
Non-Competition
Announcements
Default
Indemnification
Force Majeure
Termination
Notices
Assignment
Costs
Severability
Entire Agreement
Variations
Waiver
Further Assurance
Governing Law
Dispute Resolution
Technology and Startups
Manufacturing
Financial Services
Real Estate
Healthcare
Energy
Telecommunications
Retail and Consumer Goods
Agriculture
Education
Infrastructure
Media and Entertainment
Professional Services
Mining and Natural Resources
Logistics and Transportation
Legal
Finance
Corporate Secretariat
Compliance
Corporate Development
Investment
Treasury
Board of Directors
Executive Management
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Company Secretary
Chief Legal Officer
Investment Banker
Corporate Finance Manager
Compliance Officer
Board Director
Managing Director
Private Equity Manager
Venture Capital Manager
Corporate Development Manager
Financial Controller
Legal Counsel
Investment Analyst
Due Diligence Officer
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