A Subscription And Shareholders Agreement is typically used when a company is raising capital through the issue of new shares while simultaneously establishing or updating the governance framework between all shareholders. This document, governed by English and Welsh law, serves a dual purpose: it details the terms of the share subscription (including price, number of shares, and completion mechanics) and sets out the ongoing rights and obligations of shareholders (including voting rights, board appointment rights, and share transfer restrictions). It's particularly crucial for private companies, venture capital investments, and corporate restructurings where clear governance and investment terms are essential.
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1. Parties: Identification and details of all contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Share class, number, price, and payment terms
5. Completion Mechanics: Process and requirements for completing the subscription
6. Warranties: Standard company and subscriber warranties
7. Transfer Restrictions: Limitations on share transfers
8. Shareholder Rights: Voting rights, dividend rights, and other entitlements
1. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake - include when protecting minority shareholders
2. Drag-Along Rights: Right of majority to force minorities to join in sale - include when facilitating potential future sale
3. Anti-dilution Provisions: Protection against value dilution in future rounds - include for institutional investors
4. Board Appointment Rights: Rights to appoint directors - include for significant shareholders
1. Schedule 1 - Share Capital Table: Current and post-completion shareholding structure
2. Schedule 2 - Warranties: Detailed company and subscriber warranties
3. Schedule 3 - Reserved Matters: List of decisions requiring special approval
4. Schedule 4 - Deed of Adherence: Template for future shareholders to join agreement
5. Schedule 5 - Articles of Association: New/amended articles to be adopted
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