The Subscription And Shareholders Agreement is a crucial document used when a company is issuing new shares and needs to establish or update the framework governing relationships between shareholders. This agreement is particularly relevant in New Zealand's business environment, where it must comply with the Companies Act 1993 and related legislation. It serves multiple purposes: documenting the terms of share subscription, protecting both majority and minority shareholder interests, establishing corporate governance structures, and providing mechanisms for future changes in shareholding. The document is commonly used in investment rounds, company restructuring, or when bringing in new strategic partners. It contains detailed provisions about share valuation, transfer restrictions, management participation, and exit strategies, making it essential for both early-stage companies and established businesses seeking additional investment.
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1. Parties: Identifies all parties to the agreement including the company and all shareholders
2. Background: Sets out the context of the agreement, including company details and purpose of the share subscription
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Share Subscription: Details of shares being subscribed for, including class, number, and price
5. Completion: Mechanics and timing of the share subscription completion, including conditions precedent
6. Payment Terms: Terms and method of payment for the subscribed shares
7. Warranties and Representations: Warranties given by the company and existing shareholders to subscribers, and vice versa
8. Company Governance: Board composition, appointment rights, and decision-making processes
9. Shareholder Rights and Obligations: Key rights and obligations of shareholders including voting rights and capital contributions
10. Share Transfers: Restrictions on transfer of shares and process for permitted transfers
11. Tag-Along and Drag-Along Rights: Rights of shareholders to participate in or be required to join in share sales
12. Dividend Policy: Framework for declaration and payment of dividends
13. Confidentiality: Obligations regarding confidential information
14. Dispute Resolution: Process for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Pre-emptive Rights: Detailed first right of refusal process for existing shareholders - used when shareholders want strong control over ownership
2. Minority Protection Rights: Additional protections for minority shareholders - important when there are significant minority investors
3. Strategic Decisions: List of decisions requiring special majorities - used for complex corporate structures
4. Non-Competition: Restrictions on shareholders competing with the company - important for closely-held companies
5. Intellectual Property Rights: Specific provisions regarding IP ownership and usage - crucial for technology companies
6. Employee Share Scheme: Provisions for employee share ownership - relevant when implementing employee incentive schemes
7. Exit Strategy: Specific provisions regarding company sale or IPO - important for investment-focused shareholders
8. Management Provisions: Detailed management structure and responsibilities - used in larger or more complex organizations
1. Schedule 1: Company Details: Details of the company including incorporation, share capital, and directors
2. Schedule 2: Subscription Details: Detailed breakdown of share subscription including shareholder names, share numbers, and prices
3. Schedule 3: Warranties: Comprehensive list of warranties given by parties
4. Schedule 4: Reserved Matters: List of decisions requiring special approval
5. Schedule 5: Share Capital Table: Pre and post-subscription shareholding structure
6. Schedule 6: Board Procedures: Detailed procedures for board meetings and decision-making
7. Schedule 7: Business Plan: Initial business plan and key milestones
8. Schedule 8: Deed of Adherence: Form of deed for new shareholders to join the agreement
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