The Share Subscription And Shareholders Agreement is a fundamental document in U.S. corporate transactions, particularly for companies seeking private investment. It serves dual purposes: facilitating new investment through share subscription and establishing the ongoing relationship between shareholders. This agreement is crucial when companies are raising capital through private placements under Regulation D or similar exemptions, requiring careful consideration of both federal securities laws and state-specific requirements. It typically includes provisions for share issuance, voting rights, transfer restrictions, and exit mechanisms, while ensuring compliance with SEC regulations and state corporate laws.
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1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses
2. Background/Recitals: Context of the agreement, including purpose and basic transaction structure
3. Definitions: Key terms used throughout the agreement and their meanings
4. Subscription Details: Number of shares, class, price, and payment terms
5. Completion Mechanics: Process and conditions for completing the share subscription
6. Representations and Warranties: Statements of fact and assurances from all parties
7. Transfer Restrictions: Limitations on share transfers and required procedures
8. Shareholder Rights and Obligations: Core rights and duties of shareholders
9. Corporate Governance: Board composition, voting rights, and decision-making processes
10. Term and Termination: Duration of agreement and termination provisions
1. Anti-dilution Protection: Protection mechanisms against share value dilution in case of future down rounds
2. Tag-Along Rights: Provisions allowing minority shareholders to join in sale of shares by other shareholders
3. Drag-Along Rights: Provisions allowing majority shareholders to force other shareholders to join in sale
4. Information Rights: Specific rights and procedures for shareholders to receive company information and financial reports
5. Pre-emptive Rights: Rights allowing existing shareholders to maintain their ownership percentage in future share issues
1. Schedule 1 - Share Capital Structure: Details of existing and post-investment share capital structure
2. Schedule 2 - Subscription Details: Detailed breakdown of share subscription terms including price, number of shares, and payment terms
3. Schedule 3 - Company Information: Key corporate details including registration information, directors, and corporate structure
4. Schedule 4 - Deed of Adherence: Template document for new shareholders to join the agreement
5. Schedule 5 - Reserved Matters: Comprehensive list of decisions requiring special shareholder or board approval
6. Schedule 6 - Form of Share Certificate: Template for share certificates to be issued
7. Schedule 7 - Business Plan: Company's business plan, financial projections, and strategic objectives
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