The Share Subscription And Shareholders Agreement is a crucial document used when a company is issuing new shares to investors while simultaneously establishing the framework for shareholder relationships. It's particularly relevant in private equity investments, venture capital funding rounds, or when bringing in strategic investors in Canada. The agreement serves dual purposes: first, it documents the terms of the share subscription, including the number and price of shares being issued; second, it establishes the ongoing rights and obligations of all shareholders, including voting rights, board representation, and share transfer restrictions. This document must comply with Canadian federal legislation such as the Canada Business Corporations Act, as well as relevant provincial securities laws. It's commonly used in growth-stage companies, family businesses seeking external investment, and corporate restructuring situations.
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1. Parties: Identification of the Company, existing shareholders, and new subscribers
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. Share Subscription: Details of share subscription including number of shares, price, and payment terms
5. Completion: Conditions precedent, completion obligations, and timing of the share subscription
6. Warranties and Representations: Warranties by the company and existing shareholders regarding the business and shares
7. Management and Corporate Governance: Board composition, appointment rights, and decision-making processes
8. Shareholder Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders
9. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
10. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
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 minorities to join in sale
3. Anti-Dilution Protection: Protection for investors against future share issuances at lower valuations
4. Share Vesting Provisions: For agreements involving founder or employee shareholders
5. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
6. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
7. Deadlock Resolution: Mechanisms for resolving shareholder or board deadlocks
8. Information Rights: Special rights for certain shareholders to receive company information
9. ROFR on New Issues: Right of first refusal on new share issuances
10. Dividend Policy: Specific agreements on dividend distributions
1. Schedule 1 - Share Capital Table: Current and post-completion shareholding structure
2. Schedule 2 - Subscription Details: Detailed terms of share subscription including price and payment terms
3. Schedule 3 - Company Information: Key corporate details including directors, registered office, etc.
4. Schedule 4 - Reserved Matters List: Comprehensive list of matters requiring special approval
5. Schedule 5 - Warranties: Detailed warranties given by the company and existing shareholders
6. Schedule 6 - Board Procedures: Detailed procedures for board meetings and decisions
7. Schedule 7 - Deed of Adherence: Form for new shareholders to join the agreement
8. Schedule 8 - Business Plan: Current business plan and financial projections
9. Schedule 9 - Completion Requirements: Detailed list of completion deliverables and requirements
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