The Share Subscription Agreement is a crucial document used in Belgian corporate transactions when a company wishes to issue new shares to raise capital. It establishes the legal framework for share subscription, detailing the rights and obligations of both the issuing company and the subscriber(s). The agreement must comply with Belgian corporate law requirements, including the Belgian Code of Companies and Associations (BCCA) and relevant financial regulations. This document is typically used in various scenarios including private investment rounds, employee share schemes, and strategic investments. It contains essential provisions such as subscription terms, payment mechanics, representations and warranties, and closing conditions. The agreement often requires notarial involvement for execution and must be accompanied by necessary corporate approvals and resolutions under Belgian law.
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1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the share subscription, including company information and purpose of the share issuance
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Issue: Core terms of the subscription including number of shares, price per share, and total subscription amount
5. Payment Terms: Details of how and when payment for the shares will be made
6. Closing Conditions: Conditions that must be satisfied before the subscription can complete
7. Closing Mechanics: Process and requirements for completing the subscription
8. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and share issuance
9. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, authority, and investment intent
10. Covenants: Ongoing obligations of the parties
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.
1. Pre-emptive Rights: Used when existing shareholders have rights to participate in the subscription
2. Share Rights: Include when the subscribed shares have special rights or restrictions
3. Anti-dilution Protection: Used when subscribers are granted protection against future dilutive issuances
4. Lock-up Provisions: Include when there are restrictions on transfer of subscribed shares
5. Multiple Closings: Used when the subscription will occur in multiple tranches
6. Tag-Along Rights: Include when subscribers are granted co-sale rights
7. Board Representation: Used when subscription includes rights to board representation
8. Information Rights: Include when subscribers are granted specific information rights
1. Subscription Details: Detailed breakdown of shares being subscribed, including class, numbers, and price
2. Form of Shareholders' Resolution: Required resolution authorizing the share issuance
3. Conditions Precedent Checklist: List of all conditions that must be satisfied before closing
4. Disclosure Schedule: Company's disclosures against its representations and warranties
5. Form of Subscription Form: Standard form for executing the subscription
6. Articles of Association: Current articles of association of the company
7. Board Resolution: Resolution approving the share issuance
8. KYC Requirements: List of required know-your-customer documentation
9. Share Certificate Template: Form of share certificate to be issued
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