The Shares Subscription Agreement is a crucial document used when a company wishes to issue new shares to investors or existing shareholders. It's particularly common in funding rounds, employee share schemes, and corporate restructuring. Under English and Welsh law, this agreement must comply with the Companies Act 2006 and related regulations, making it essential for documenting share allotments, protecting parties' interests, and ensuring regulatory compliance. The agreement typically includes details about share class, price, warranties, and completion requirements, serving as evidence of the transaction and the parties' obligations.
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1. Parties: Identification of the company issuing shares and the subscriber(s)
2. Background/Recitals: Context of the subscription, including company status and reason for share issuance
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Subscription: Details of shares being subscribed for, including class, number, and price
5. Completion: Mechanics and timing of the subscription completion
6. Warranties and Representations: Standard warranties from both company and subscriber
7. Confidentiality: Obligations regarding confidential information
8. Notices: How formal notices should be given between parties
9. Governing Law and Jurisdiction: Confirmation of English law and courts' jurisdiction
1. Conditions Precedent: Pre-completion conditions that must be satisfied - used for complex transactions or where regulatory approvals needed
2. Anti-dilution Protection: Provisions protecting against future share dilution - used when requested by significant investors
3. Tag-along/Drag-along Rights: Rights regarding future share sales - used for private companies with multiple shareholders
4. Board Appointment Rights: Right to appoint directors - used for substantial investments
1. Details of the Company: Corporate information including share capital structure
2. Form of Share Certificate: Template of share certificate to be issued
3. Warranties: Detailed warranties from the company
4. Completion Requirements: Detailed list of completion deliverables
5. Shareholder Rights: Detailed description of rights attached to shares
6. Board Resolutions: Form of board resolutions approving the share issue
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