The Shares Subscription Agreement is a crucial document used in corporate financing transactions under Dutch law when a company issues new shares to raise capital. It serves as the primary agreement between the issuing company and the share subscriber(s), detailing the terms and conditions of the share issuance, including the number and class of shares, subscription price, and payment terms. The agreement must comply with Dutch corporate law requirements, particularly those set out in Book 2 of the Dutch Civil Code and the Financial Supervision Act (Wft) where applicable. It is commonly used in various contexts, including private equity investments, venture capital funding rounds, employee share schemes, and corporate restructurings. The document typically requires execution before a civil law notary and registration with the Dutch Trade Register.
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1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the transaction, including company information and purpose of the share subscription
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Issue: Core provisions regarding the number, class and nominal value of shares being subscribed for and issued
5. Subscription Price: Details of the subscription price per share and total subscription amount
6. Payment Terms: Terms and timing of payment for the subscribed shares
7. Completion: Mechanics and timing of the completion of the share subscription
8. Conditions Precedent: Conditions that must be satisfied before completion can occur
9. Company's Warranties: Warranties given by the company regarding its status, share capital, and authority
10. Subscriber's Warranties: Warranties given by the subscriber regarding capacity and authority
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
14. Execution: Signature blocks and execution formalities
1. Anti-dilution Protection: Provisions protecting subscriber from future dilution, used when negotiated as part of the investment terms
2. Tag-Along Rights: Rights of subscriber to participate in future share sales, included for minority investor protection
3. Pre-emptive Rights: Rights of first refusal on future share issues, included when agreed as part of investment terms
4. Board Appointment Rights: Rights to appoint directors, included for significant investments
5. Information Rights: Rights to receive company information, included for significant investments
6. Lock-up Period: Restrictions on transfer of subscribed shares, included when required by company
7. Integration Provisions: Provisions relating to existing shareholders' agreement, included if subscriber joining existing agreement
8. Tax Provisions: Specific tax-related provisions, included when specific tax structure is relevant
1. Details of the Company: Detailed information about the company including corporate information and capital structure
2. Particulars of the Subscription Shares: Detailed description of the shares being subscribed for
3. Conditions Precedent: Detailed list of all conditions precedent to completion
4. Company Warranties: Full set of company warranties
5. Completion Requirements: Detailed completion checklist and requirements
6. Form of Board Resolutions: Pro forma board resolutions approving the share issue
7. Form of Shareholders' Resolution: Pro forma shareholders' resolution approving the share issue if required
8. Deed of Adherence: Form of deed to existing shareholders' agreement if applicable
9. KYC Requirements: List of required know-your-customer documentation
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