The Shareholder Subscription Agreement is a crucial document used when a company is issuing new shares to investors or existing shareholders. It's particularly relevant in New Zealand's business environment where companies frequently seek capital investment for growth and expansion. This agreement type is essential for both private and public companies operating under New Zealand law, especially when conducting capital raises, implementing employee share schemes, or bringing in strategic investors. The document comprehensively covers all aspects of the share subscription process, from initial conditions to completion requirements, ensuring compliance with New Zealand's corporate and securities laws. It includes critical information about share pricing, payment terms, warranties, and representations, while also addressing any specific conditions or requirements unique to the transaction.
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1. Parties: Identifies the company issuing shares and the subscriber(s) acquiring them
2. Background: Sets out the context of the share subscription, including the company's current structure and the purpose of the share issue
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Agreement to Issue and Subscribe: Core agreement where company agrees to issue and subscriber agrees to subscribe for shares
5. Subscription Price and Payment: Specifies the price per share and total subscription amount, payment terms and method
6. Conditions Precedent: Lists any conditions that must be satisfied before the subscription takes effect
7. Completion: Details the completion process, timing, and deliverables required at completion
8. Company Warranties: Warranties given by the company regarding its status, share capital, and authority to issue shares
9. Subscriber Warranties: Warranties given by the subscriber regarding capacity, funds source, and investment understanding
10. Confidentiality: Obligations to keep the agreement and company information confidential
11. Notices: Specifies how formal notices under the agreement must be given
12. General Provisions: Standard boilerplate provisions including governing law, amendments, and entire agreement
1. Multiple Closings: Required when shares are to be issued in tranches or multiple closing dates
2. Tag-Along Rights: Include when existing shareholders are given the right to participate in the subscription
3. Board Appointment Rights: Include when subscriber is being granted rights to appoint directors
4. Anti-dilution Protection: Include when subscribers are being given protection against future dilutive share issues
5. Regulatory Compliance: Include specific section when deal requires regulatory approvals (e.g., OIO consent)
6. Share Vesting Provisions: Include when shares are subject to vesting conditions or reverse vesting
7. Drag and Tag Rights: Include when these rights are being granted as part of the subscription
8. Pre-emptive Rights: Include when special pre-emptive rights are being granted on future share issues
1. Share Capital Structure: Details of existing share capital and structure pre and post-subscription
2. Subscription Details: Detailed breakdown of shares being subscribed for, including class and rights
3. Constitution: Company's constitution or amendments required for the subscription
4. Shareholders' Agreement: New or amended shareholders' agreement to be adopted on completion
5. Board Resolutions: Form of board resolutions approving the share issue
6. Completion Checklist: List of all documents and actions required for completion
7. Share Certificate: Form of share certificate to be issued
8. Disclosure Schedule: Company's disclosures against its warranties
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