The Shares Subscription Agreement is a fundamental document used when a company wishes to issue new shares to investors in Singapore. This agreement is crucial for both private and public companies seeking to raise capital through equity financing. The document sets out the complete terms of the share subscription, including the number and type of shares being issued, the subscription price, payment terms, and various conditions that must be met before the subscription can be completed. It ensures compliance with Singapore's Companies Act and other relevant regulations while protecting the interests of both the issuing company and the subscriber. The agreement typically includes important representations and warranties from both parties and may also incorporate additional rights such as board representation or anti-dilution protection.
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1. Parties: Identifies and defines the parties to the agreement: the Company issuing shares and the Subscriber(s)
2. Background: Sets out the context and purpose of the agreement, including details of the company's share capital and the proposed subscription
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Subscription of Shares: Details of shares being subscribed, including number, class, and price per share
5. Payment Terms: Specifies payment method, timing, and bank details for the subscription amount
6. Completion: Sets out the completion mechanics, timing, and deliverables
7. Representations and Warranties: Standard representations and warranties from both the Company and Subscriber
8. Governing Law and Jurisdiction: Specifies Singapore law as governing law and jurisdiction for disputes
1. Conditions Precedent: Conditions that must be satisfied before completion - used when there are specific requirements that must be met before shares can be issued
2. Anti-dilution Rights: Protections against future share issuances - typically included when requested by significant investors
3. Tag-Along Rights: Right to join in sale of shares by other shareholders - included for minority shareholder protection
4. Board Appointment Rights: Rights to appoint directors - typically included for substantial investments
5. Information Rights: Rights to receive company information - typically included for significant minority shareholders
1. Schedule 1 - Share Capital Structure: Details of the company's share capital before and after the subscription
2. Schedule 2 - Warranties: Detailed list of company warranties
3. Schedule 3 - Completion Deliverables: List of documents and actions required at completion
4. Schedule 4 - Form of Share Certificate: Template of share certificate to be issued
5. Schedule 5 - Deed of Adherence: Form for subscriber to adhere to shareholders' agreement, if applicable
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