The Share Subscription Agreement is a crucial document used in Canadian corporate finance transactions when a company issues new shares to raise capital from investors. It serves as the primary legal instrument documenting the share subscription process, ensuring compliance with Canadian securities laws and corporate regulations. This agreement is essential for both private and public companies conducting private placements or other share offerings, setting out key terms such as share price, number of shares, investor rights, and closing conditions. The document must align with requirements under the Canada Business Corporations Act or provincial equivalents, as well as applicable securities regulations. It's particularly important for maintaining clear records of share ownership, establishing investor rights, and protecting both the issuing company and subscribers through properly documented representations, warranties, and indemnities.
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1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the share subscription, including company's authorized capital and purpose of the subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription for Shares: Details of shares being subscribed for, including number, class, and price
5. Payment Terms: Subscription price, payment method, and timing of payment
6. Closing: Closing date, location, and mechanics of the subscription completion
7. Conditions Precedent: Conditions that must be satisfied before closing
8. Representations and Warranties of the Company: Company's statements about its status, authority, and share capital
9. Representations and Warranties of the Subscriber: Subscriber's statements about authority, financial capacity, and investment sophistication
10. Covenants: Ongoing obligations of the parties
11. Indemnification: Parties' obligations to compensate for losses arising from breaches
12. Notices: How formal communications between parties should be made
13. General Provisions: Standard legal provisions including governing law, amendments, and assignment
1. Board Appointment Rights: Used when subscriber is granted right to appoint board members
2. Pre-emptive Rights: Used when subscriber is granted rights to maintain ownership percentage in future share issuances
3. Tag-Along Rights: Used when subscriber is granted right to join in sale of shares by other shareholders
4. Drag-Along Rights: Used when majority shareholders want right to force minority to join in sale
5. Registration Rights: Used for private companies planning future public offering
6. Non-Competition and Non-Solicitation: Used when subscriber will have access to sensitive company information
7. Information Rights: Used when subscriber is granted specific rights to company information
8. Share Transfer Restrictions: Used when specific limitations on share transfers are required
1. Schedule A - Share Capital: Details of company's authorized and issued share capital
2. Schedule B - Subscription Details: Detailed breakdown of shares being subscribed for
3. Schedule C - Wire Transfer Instructions: Banking details for payment of subscription price
4. Schedule D - Form of Directors' Resolution: Template resolution approving share issuance
5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties
6. Schedule F - Form of Share Certificate: Template share certificate to be issued
7. Schedule G - Accredited Investor Certificate: Subscriber's certification of accredited investor status
8. Schedule H - Shareholders' Agreement: If applicable, form of shareholders' agreement to be signed
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Real Estate
Manufacturing
Healthcare
Mining and Resources
Renewable Energy
Retail
Transportation
Agriculture
Biotechnology
Professional Services
Media and Entertainment
Construction
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Investor Relations
Compliance
Treasury
Executive Leadership
Board of Directors
Corporate Secretariat
Investment Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Investment Manager
Finance Director
Corporate Development Manager
Investor Relations Manager
Board Member
Company Director
Compliance Officer
Financial Controller
Investment Analyst
Private Equity Manager
Venture Capital Manager
Treasury Manager
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