The Subscription And Shareholders Agreement is a fundamental document used when new investors are joining a company's shareholding structure in Singapore. It serves dual purposes: facilitating the initial investment through share subscription while also establishing the ongoing relationship between all shareholders. This document is particularly crucial in private equity and venture capital transactions, incorporating Singapore-specific legal requirements and market practices. It typically includes detailed provisions on share issuance, corporate governance, share transfer restrictions, and exit mechanisms, while ensuring compliance with Singapore's Companies Act and related regulations.
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1. Parties: Identification of the company, subscribers, and existing shareholders
2. Background: Context of the transaction and company status
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Share price, number of shares, payment terms
5. Completion Mechanics: Steps for completing the subscription
6. Warranties and Representations: Standard company and subscriber warranties
7. Shareholders' Rights: Voting rights, dividend rights, information rights
8. Transfer Restrictions: Limitations on share transfers
9. Board Composition: Structure and appointment of directors
1. Anti-dilution Protection: Protection mechanisms against share value dilution, typically included when investors require protection against future down rounds
2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares when a majority shareholder sells their stake
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in a sale, typically included for exit flexibility
4. ROFR/ROFO Provisions: Right of first refusal/offer on share transfers, included to maintain control over ownership composition
1. Cap Table: Pre and post-subscription shareholding structure
2. Warranties Schedule: Detailed company warranties
3. Board Resolutions: Approving share issuance
4. Deed of Adherence: For new shareholders to join existing agreements
5. Company Constitution: Current constitution of the company
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