The Form Of Subscription Agreement is a critical document used in Indian corporate transactions when a company issues shares to new or existing investors. It serves as the primary contract governing the subscription of shares, whether for startup funding, private equity investment, or general capital raising. This document, tailored to Indian legal requirements, includes essential details about share issuance, valuation, investor rights, and compliance with Indian corporate and securities laws. The agreement must comply with the Companies Act, 2013, SEBI regulations, and where applicable, foreign investment laws. The Form Of Subscription Agreement is particularly important as it not only documents the share subscription but also establishes the relationship between the company and its new shareholders, including any special rights or obligations.
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1. Parties: Identification of the Company and the Subscriber(s), including their complete legal names and addresses
2. Background: Context of the subscription, including brief company history and purpose of the share issuance
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Allotment: Details of shares being subscribed to, including number, class, and price per share
5. Consideration and Payment Terms: Payment amount, method, and timeline for the subscription
6. Completion: Conditions precedent, completion obligations, and timing of the subscription completion
7. Representations and Warranties: Representations by both the Company and the Subscriber
8. Covenants: Ongoing obligations of both parties post-subscription
9. Indemnification: Indemnity provisions protecting parties against breaches and misrepresentations
10. Notices: Process and details for serving notices under the agreement
11. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction
12. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Tag-Along Rights: Include when minority shareholders need protection in case of majority share transfer
2. Anti-Dilution Protection: Include when subscribers need protection against future dilution of shareholding
3. Board Nomination Rights: Include when subscriber is getting rights to nominate directors
4. Information Rights: Include when subscribers are to receive specific company information periodically
5. FEMA Compliance: Include when there are foreign investors involved
6. Pre-emptive Rights: Include when subscribers should have first right to participate in future share issues
7. Transfer Restrictions: Include when there are specific restrictions on share transfers
8. Exit Rights: Include when subscribers are given specific exit options
1. Schedule 1 - Details of the Company: Complete corporate information including registration details, directors, and existing share capital structure
2. Schedule 2 - Subscription Details: Detailed breakdown of shares being subscribed, price calculation, and payment terms
3. Schedule 3 - Company Warranties: Comprehensive list of warranties given by the Company
4. Schedule 4 - Subscriber Warranties: Warranties given by the Subscriber
5. Schedule 5 - Completion Obligations: Detailed list of actions to be taken at completion
6. Schedule 6 - Reserved Matters: List of matters requiring special approval rights (if applicable)
7. Appendix A - Share Certificate Format: Format of share certificates to be issued
8. Appendix B - Board Resolution Format: Format of board resolution for share allotment
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