The Share Subscription And Shareholders Agreement is a fundamental document used in Australian corporate transactions when a company is issuing new shares to investors while simultaneously establishing the framework for shareholder relationships. This agreement is particularly crucial for private companies raising capital, whether through seed funding, series funding rounds, or private equity investment. It serves dual purposes: facilitating the subscription of new shares and governing the ongoing relationship between shareholders. The document typically becomes relevant during investment rounds, company restructuring, or when bringing in strategic investors. It must comply with Australian corporate law requirements, particularly the Corporations Act 2001, and includes essential provisions for share issuance, corporate governance, shareholder rights, and exit mechanisms. The agreement is designed to protect both the company's and shareholders' interests while providing a clear framework for future operations and potential exits.
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1. Parties: Identification of all parties including the company, existing shareholders, and new investors
2. Background: Context of the transaction, company status, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Share Subscription: Details of shares being issued, subscription price, and payment terms
5. Completion: Conditions precedent, completion obligations, and timing
6. Warranties and Representations: Company and shareholder warranties regarding the business and shares
7. Board Composition: Structure of the board, appointment rights, and voting mechanisms
8. Shareholder Meetings: Procedures for calling and conducting shareholder meetings
9. Reserved Matters: Decisions requiring special majority or unanimous approval
10. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
11. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions
12. Dividend Policy: Framework for declaration and payment of dividends
13. Confidentiality: Protection of company and shareholder confidential information
14. Dispute Resolution: Process for resolving disputes between shareholders
15. Term and Termination: Duration of the agreement and termination provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Rights: Protection for investors against future share issues at lower valuations
2. Preferred Rights: Special rights attached to preferred shares if applicable
3. Employee Share Scheme: Framework for issuing shares to employees if relevant
4. IPO Rights: Provisions governing potential future public listing
5. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances
6. Non-Compete and Non-Solicit: Restrictions on competitive activities by shareholders
7. Multiple Closing Provisions: For transactions with multiple investment tranches
8. Foreign Investment Provisions: Special provisions for foreign investors if applicable
9. Management Rights: Special rights for shareholders involved in management
1. Share Capital Table: Current and post-completion shareholding structure
2. Subscription Details: Detailed breakdown of share subscription amounts and payment terms
3. Company Information: Key company details including registration information and officers
4. Form of Deed of Accession: Template for new shareholders to join the agreement
5. Reserved Matters List: Comprehensive list of matters requiring special approval
6. Business Plan: Current business plan and financial projections
7. Company Warranties: Detailed warranties about the company's business and affairs
8. Key Management Contracts: Summary or copies of key management agreements
9. Completion Obligations Checklist: List of actions required for completion of the subscription
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