The Share Subscription Agreement And Share Purchase Agreement is a sophisticated legal document used in German corporate transactions where an investor both subscribes to newly issued shares and purchases existing shares from current shareholders. This dual-purpose agreement is particularly relevant for growth-stage companies seeking additional capital while also providing exit opportunities for existing shareholders. The document must comply with strict German legal requirements, including notarization under German law, and typically includes detailed provisions on share valuation, transfer mechanics, warranties, and corporate governance rights. It's commonly used in private equity investments, venture capital rounds, and strategic corporate investments, requiring careful consideration of both German corporate law requirements and commercial objectives of all parties involved.
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1. Parties: Identification of all parties to the agreement, including the company, existing shareholders (sellers), and subscriber/purchaser
2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Share Subscription: Details of new shares being issued, including number, class, and nominal value
5. Share Purchase: Details of existing shares being transferred, including number, class, and current ownership
6. Consideration: Purchase price, subscription amount, payment terms, and adjustment mechanisms
7. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
8. Completion: Mechanics and timing of completion, including actions required by each party
9. Warranties: Representations and warranties from sellers and company regarding the business and shares
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business
12. Confidentiality: Confidentiality obligations regarding the transaction and company information
13. Announcements: Provisions regarding public announcements about the transaction
14. Costs: Allocation of transaction costs and expenses
15. Notices: Process and requirements for formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares on same terms
2. Drag-Along Rights: Include when majority shareholders need right to force minorities to join in a sale
3. Anti-Dilution Protection: Include for investments in growth companies to protect against future down rounds
4. Board Appointment Rights: Include when investor requires right to appoint board members
5. Information Rights: Include when investors need specific rights to company information
6. Non-Competition and Non-Solicitation: Include when sellers need to be restricted from competing activities
7. Earn-Out Provisions: Include when part of purchase price is contingent on future performance
8. Strategic Cooperation: Include when transaction includes strategic partnership elements
9. Put and Call Options: Include when parties want rights to force sale/purchase in future circumstances
1. Details of the Company: Corporate information, including registration details and current directors
2. Shareholding Structure: Current and post-completion shareholding structure
3. Warranties: Detailed warranties given by sellers and company
4. Properties: Details of company's real estate and lease agreements
5. Intellectual Property: List of company's IP rights and registrations
6. Material Contracts: Summary of key commercial contracts
7. Employees: Details of key employees and employment terms
8. Completion Requirements: Detailed list of completion deliverables and requirements
9. Form of Board Resolutions: Template resolutions for share issuance and transfer
10. Form of Shareholders' Resolution: Template shareholders' resolutions required for completion
11. Disclosure Letter: Exceptions and qualifications to warranties
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