The Subscription And Shareholders Agreement is a fundamental document used in Dutch corporate transactions where new investors are entering a company while establishing long-term governance arrangements. It serves two primary purposes: facilitating the subscription of shares by new investors and establishing the framework for ongoing relationships between all shareholders. This document is particularly crucial in private equity investments, venture capital funding rounds, joint ventures, and corporate restructurings in the Netherlands. It needs to comply with Dutch corporate law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek), and typically includes provisions for share issuance, transfer restrictions, voting rights, board composition, reserved matters, and exit mechanisms. The agreement is designed to protect both existing and new shareholders while providing clear governance structures for the company's operation.
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1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new subscribing shareholders
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription for Shares: Details of share subscription including number, class, price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription
6. Warranties and Representations: Standard warranties from the Company and subscribing shareholders
7. Share Capital and Further Issues: Structure of share capital and procedures for future share issuances
8. Transfer Restrictions: Limitations on share transfers and required procedures
9. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
10. General Meeting and Voting: Procedures for shareholder meetings and voting arrangements
11. Management and Control: Board composition, appointment rights, and management structure
12. Reserved Matters: Decisions requiring special majority or specific shareholder approval
13. Information Rights: Shareholders' rights to company information and financial reports
14. Dividend Policy: Framework for determining and distributing dividends
15. Confidentiality: Obligations regarding confidential information
16. Term and Termination: Duration of the agreement and termination provisions
17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future down rounds, included when requested by institutional investors
2. Preferred Rights: Special rights attached to preferred shares, included when different share classes are involved
3. Employee Share Scheme: Framework for employee share ownership, included when company plans to implement ESOP
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, included for key shareholders
5. Intellectual Property Rights: IP ownership and protection provisions, crucial for technology companies
6. Dead Lock Resolution: Mechanisms to resolve shareholder disputes, important for 50/50 joint ventures
7. Exit Strategy: Provisions regarding future sale or IPO, included for venture capital investments
8. Management Incentive Plans: Framework for management incentives, included when management shareholders are involved
1. Cap Table: Current and post-completion shareholding structure
2. Subscription Details: Detailed terms of share subscription including payment instructions
3. Company Information: Key corporate information and existing corporate documents
4. Reserved Matters List: Detailed list of matters requiring special approval
5. Board Rules: Detailed rules governing board operations and procedures
6. Form of Deed of Adherence: Template for new shareholders to join the agreement
7. Warranties: Detailed warranties given by the Company and/or selling shareholders
8. Business Plan: Company's business plan and financial projections
9. Articles of Association: Current or amended articles of association reflecting the agreement
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