The Share Subscription And Shareholders Agreement is a fundamental document used when a company is issuing new shares to investors while simultaneously establishing the relationship between all shareholders. This agreement is particularly relevant in Singapore's dynamic business environment, where it must comply with the Companies Act and related regulations. It typically covers investment terms, share allocation, corporate governance structures, exit mechanisms, and minority shareholder protections. The document is essential for both private equity investments and venture capital transactions, providing a clear framework for the rights and obligations of all parties involved.
Share Subscription And Shareholders Agreement for Singapore
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Key Requirements PROMPT example:
Share Subscription And Shareholders Agreement
"Need a Share Subscription And Shareholders Agreement for a Series A investment round where a venture capital firm is investing SGD 5 million for 20% equity in our Singapore-based AI software company, with standard minority protections and one board seat."
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1. Parties: Identification of the company, existing shareholders, and new subscribers
2. Background: Context of the transaction and current company structure
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed
5. Completion Mechanics: Process and conditions for completing the subscription
6. Warranties and Representations: Statements of fact and assurances from all parties
7. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
8. Board and Management: Governance structure and decision-making processes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale
3. Anti-Dilution Protection: Protection against value dilution in future rounds
1. Cap Table: Current and post-investment shareholding structure
2. Warranties Schedule: Detailed company and business warranties
3. Board Reserved Matters: List of decisions requiring board approval
4. Shareholder Reserved Matters: List of decisions requiring shareholder approval
5. Share Certificate Form: Template for new share certificates
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