The Share Issue Agreement is a fundamental document used in Pakistani corporate transactions when a company wishes to increase its capital by issuing new shares to investors. It is essential for both private and public companies operating under Pakistani jurisdiction, particularly when raising capital for expansion, bringing in new strategic investors, or conducting funding rounds. The agreement must comply with the Companies Act 2017, Securities Act 2015, and other relevant Pakistani regulations, making it crucial for documenting the terms of share subscription, protecting parties' interests, and ensuring regulatory compliance. It typically includes detailed provisions about share price, payment terms, warranties, conditions precedent, and completion mechanics, while also addressing any specific requirements for foreign investments under Pakistani foreign exchange regulations.
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1. Parties: Identification of the Company issuing shares and the Subscriber(s) acquiring them
2. Background: Context of the share issue, including company status and purpose of the share issuance
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Details of Share Issue: Specific details of shares being issued including class, number, price per share, and total consideration
5. Conditions Precedent: Conditions that must be satisfied before the share issue can complete
6. Subscription and Payment: Process and timing for payment of subscription amount and issue of shares
7. Completion: Specific actions to be taken at completion, including documentation requirements
8. Company's Warranties: Representations and warranties given by the company regarding its status, share capital, and business
9. Subscriber's Warranties: Representations and warranties given by the subscriber regarding capacity and authority
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process and requirements for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Pre-emption Rights: Include when existing shareholders are to have rights of first refusal on future share issues
2. Tag-Along Rights: Include when minority shareholders are to have the right to join in any sale by majority shareholders
3. Drag-Along Rights: Include when majority shareholders are to have the right to force minority shareholders to join in a sale
4. Foreign Investment Provisions: Include when there are foreign investors, addressing specific regulatory requirements
5. Multiple Closing Provisions: Include when the share issue will occur in multiple tranches or rounds
6. Anti-dilution Protection: Include when investors are to be protected against future down-rounds
7. Board Representation: Include when subscribers are to have the right to appoint directors
8. Dividend Rights: Include when specific dividend rights attach to the shares being issued
1. Schedule 1 - Share Capital Structure: Details of the company's share capital structure before and after the share issue
2. Schedule 2 - Conditions Precedent: Detailed list of all conditions that must be satisfied before completion
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Company Warranties: Full list of detailed warranties given by the company
5. Schedule 5 - Constitutional Documents: Company's memorandum and articles of association
6. Schedule 6 - Form of Board Resolutions: Pro-forma board resolutions approving the share issue
7. Schedule 7 - Form of Shareholders' Resolution: Pro-forma special resolution approving the share issue if required
8. Appendix A - Share Certificate Template: Form of share certificate to be issued
9. Appendix B - Regulatory Approvals: Copies of any required regulatory approvals or filings
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