The Shareholder Subscription Agreement is a crucial document in Pakistani corporate law used when a company seeks to issue new shares to investors, whether they are initial or subsequent funding rounds. This agreement is essential for compliance with the Companies Act 2017 and Securities Act 2015 in Pakistan, providing the legal framework for capital raising and investment in Pakistani companies. It sets out the complete terms of the share subscription, including the number and type of shares, price per share, payment mechanisms, and various conditions that must be met before the subscription can be completed. The document also typically includes representations and warranties from both the company and the subscribers, ensuring proper due diligence and risk allocation. For foreign investors, additional provisions ensure compliance with Pakistani foreign investment regulations.
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1. Parties: Identification of the Company and the Subscriber(s), including their full legal names, registration details, and addresses
2. Background: Context of the transaction, including company's current share capital structure and purpose of the subscription
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Subscription and Allotment: Details of shares being subscribed, including class, number, and price per share
5. Payment Terms: Terms and method of payment for the subscribed shares, including payment schedule if applicable
6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective
7. Completion: Process and requirements for completing the subscription, including timing and delivery of documents
8. Company's Representations and Warranties: Company's statements about its legal status, authority, and business condition
9. Subscriber's Representations and Warranties: Subscriber's statements about their capacity and authority to enter into the agreement
10. Covenants: Ongoing obligations of both parties post-completion
11. Confidentiality: Provisions regarding the protection of confidential information
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in the sale of shares by majority shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of shares
3. Anti-Dilution Protection: Protection for investors against future share issuances at lower valuations
4. Foreign Investment Provisions: Special provisions required when subscriber is a foreign investor, including compliance with FERA
5. Multiple Closing Mechanics: Provisions for transactions with multiple investment tranches or closing dates
6. Board Representation: Rights of subscribers to appoint directors to the company's board
7. Pre-emptive Rights: Right of existing shareholders to maintain their percentage ownership in future share issues
8. Information Rights: Specific rights of subscribers to receive company information and financial reports
1. Schedule 1 - Company Information: Detailed information about the company including corporate structure, subsidiaries, and material contracts
2. Schedule 2 - Subscription Details: Detailed breakdown of shares being subscribed, including class rights and price calculations
3. Schedule 3 - Conditions Precedent: Comprehensive list of all conditions that must be satisfied before completion
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Company's Warranties: Detailed warranties given by the company
6. Schedule 6 - Disclosure Letter: Company's disclosures against the warranties
7. Schedule 7 - Existing Shareholders: List of current shareholders and their shareholdings
8. Schedule 8 - Form of Board Resolution: Template for board resolution approving the share subscription
9. Schedule 9 - Constitutional Documents: Company's memorandum and articles of association
10. Schedule 10 - Regulatory Approvals: List of required regulatory approvals and their status
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