The Share Subscription Agreement is a crucial document used when a company issues new shares to investors under Danish law. It is commonly employed in various financing scenarios, including private placements, growth capital rounds, and strategic investments. The agreement serves as the primary document establishing the legal relationship between the issuing company and the share subscriber, detailing crucial elements such as share price, number of shares, payment terms, and completion mechanics. Compliance with Danish corporate law, particularly the Companies Act (Selskabsloven), is essential, and the document typically includes various warranties and representations from both parties. This agreement is particularly important in the Danish context, where corporate governance requirements and shareholder rights are strictly regulated, and proper documentation of share issuances is crucial for legal validity and tax purposes.
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Key Requirements PROMPT example:
Share Subscription Agreement
I need a Share Subscription Agreement under Danish law for a Series A investment round where a venture capital firm will subscribe for 25% of our technology company's shares, with specific focus on including anti-dilution protection and board representation rights.
1. Parties: Identification of the company issuing shares and the subscriber(s)
2. Background: Context of the share subscription, including relevant corporate approvals and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription: Details of the shares being subscribed for, including number, class, and nominal value
5. Subscription Price: The price per share and total subscription amount
6. Payment Terms: Terms and timing of payment, including payment method and bank details
7. Completion: Conditions precedent, completion mechanics, and timing
8. Company's Warranties: Standard warranties given by the company regarding its status, share capital, and authority
9. Subscriber's Warranties: Warranties from the subscriber regarding capacity, funds source, and investment intention
10. Costs: Allocation of costs related to the subscription
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Anti-dilution Protection: Protection for the subscriber against future share issuances at lower valuations - include when negotiated by sophisticated investors
2. Pre-emption Rights: Rights of first refusal on future share issuances - include when agreed with strategic investors
3. Board Representation: Rights to appoint directors - include for significant investments
4. Information Rights: Rights to receive financial and other company information - include for significant investors
5. Tag-Along Rights: Right to join in sales by other shareholders - include for minority protection
6. Lock-up Period: Restrictions on share transfers for a specified period - include when required for business stability
7. Dividend Rights: Special dividend rights attached to the subscribed shares - include for preference shares
8. KYC Requirements: Specific requirements for anti-money laundering compliance - include for regulated sectors or high-value transactions
1. Subscription Details: Detailed breakdown of share numbers, classes, and nominal values
2. Company Information: Extract from company register and corporate documentation
3. Shareholders' Resolution: Copy of shareholders' resolution approving the share issuance
4. Board Resolution: Copy of board resolution approving the share issuance
5. Articles of Association: Current articles of association of the company
6. Share Certificate Template: Form of share certificate to be issued
7. Shareholders' Agreement: Existing shareholders' agreement (if applicable)
8. Disclosure Letter: Disclosures against the warranties given in the agreement
9. Payment Instructions: Detailed bank account and payment reference information
10. KYC Documentation: List of required KYC documents and forms to be completed
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Manufacturing
Healthcare
Real Estate
Energy
Telecommunications
Infrastructure
Consumer Goods
Professional Services
Biotechnology
Green Energy
E-commerce
Software Development
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Tax
Corporate Secretariat
Investment
Board of Directors
Executive Management
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Company Secretary
Finance Director
Corporate Development Manager
Investment Banker
Private Equity Manager
Venture Capital Manager
Compliance Officer
Tax Director
Board Member
Managing Director
Investment Director
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