Share Subscription Agreement And Share Purchase Agreement - England and Wales

Share Subscription Agreement And Share Purchase Agreement for the United Kingdom

Share Subscription Agreement And Share Purchase Agreement Template for England and Wales

A comprehensive legal agreement governed by the laws of England and Wales that combines both the subscription of new shares and the purchase of existing shares in a company. It sets out the terms and conditions for both the issuance of new shares and the transfer of existing shares, including payment terms, warranties, and completion mechanics. The document ensures compliance with UK company law requirements and establishes the rights and obligations of all parties involved in the transaction.

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What is a Share Subscription Agreement And Share Purchase Agreement?

A Share Subscription Agreement And Share Purchase Agreement is commonly used in corporate transactions where investors are both subscribing for new shares and purchasing existing shares from current shareholders. This hybrid agreement, governed by English and Welsh law, streamlines the process by combining what would traditionally be two separate agreements into one comprehensive document. It's particularly useful in investment rounds where incoming investors want both newly issued shares and existing shares, typically seen in growth capital or private equity transactions. The agreement covers crucial aspects such as share valuation, payment terms, warranties, and completion mechanics, while ensuring compliance with UK company law requirements.

What sections should be included in a Share Subscription Agreement And Share Purchase Agreement?

1. Parties: Details of the subscribing/purchasing parties and the company

2. Background: Context of the transaction and company status

3. Definitions: Key terms used throughout the agreement

4. Subscription/Purchase Details: Number, class, and price of shares being subscribed/purchased

5. Completion: Timing and mechanics of the transaction completion

6. Warranties: Standard company and seller warranties

7. Payment Terms: Details of consideration and payment mechanics

What sections are optional to include in a Share Subscription Agreement And Share Purchase Agreement?

1. Conditions Precedent: Pre-completion conditions, used when completion is dependent on specific conditions being met

2. Tag-Along Rights: Rights of minority shareholders to join in sale, used when protecting minority shareholders

3. Drag-Along Rights: Rights to force minority shareholders to join sale, used when majority shareholders need exit flexibility

What schedules should be included in a Share Subscription Agreement And Share Purchase Agreement?

1. Schedule 1 - Company Details: Corporate information and share capital structure

2. Schedule 2 - Warranties: Detailed warranties about the company and its business

3. Schedule 3 - Completion Requirements: List of documents and actions required at completion

4. Schedule 4 - Share Rights: Detailed rights attaching to the shares being issued/transferred

5. Appendix 1 - Board Resolutions: Pro-forma board resolutions approving the transaction

6. Appendix 2 - Share Certificate: Pro-forma share certificate template

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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What is a Share Subscription Agreement And Share Purchase Agreement?

What sections should be included in a Share Subscription Agreement And Share Purchase Agreement?

What sections are optional to include in a Share Subscription Agreement And Share Purchase Agreement?

What schedules should be included in a Share Subscription Agreement And Share Purchase Agreement?

Authors

Alex Denne

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