The Subscription and Shareholders Agreement is essential when companies seek to issue new shares while establishing a framework for shareholder relationships. This document is particularly relevant in the United States where it must comply with both federal securities laws and state corporate regulations. It combines the subscription mechanism for new shares with comprehensive shareholders' rights and obligations, making it a crucial document for private equity investments, venture capital funding, and corporate restructuring. The agreement typically includes detailed provisions on share transfer restrictions, tag-along and drag-along rights, board composition, and information rights.
Subscription And Shareholders Agreement for the United States
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Key Requirements PROMPT example:
Subscription And Shareholders Agreement
"I need a Subscription And Shareholders Agreement for my Series A investment round where three venture capital firms are investing $10 million collectively for a 25% stake in my Delaware-incorporated tech startup, with completion planned for March 2025."
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1. Parties: Identification of all parties entering into the agreement, including company details and registered addresses
2. Background/Recitals: Context of the agreement, including company structure and purpose of the subscription
3. Definitions: Key terms used throughout the agreement
4. Subscription Terms: Details of shares being subscribed, price, and payment terms
5. Completion: Conditions precedent, completion obligations, and timing
6. Warranties and Representations: Standard warranties from both company and subscribers
7. Share Rights: Voting rights, dividend rights, and other share class specifications
8. Transfer Restrictions: Limitations on share transfers and required procedures
9. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Tag-Along Rights: Minority shareholder protection allowing them to join in sale of majority stake
2. Drag-Along Rights: Majority shareholder right to force minorities to join in sale
3. Anti-Dilution Provisions: Protection against dilution from future share issues
4. Board Appointment Rights: Rights to appoint directors to the board
5. Information Rights: Rights to receive company financial and operational information
1. Share Capital Table: Current and post-subscription shareholding structure
2. Warranties Schedule: Detailed company warranties
3. Articles of Association: New or amended articles reflecting agreement terms
4. Completion Obligations: Detailed list of documents and actions required at completion
5. Board Resolutions: Form of board resolutions approving the subscription
6. Deed of Adherence: Template for future shareholders to join the agreement
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