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Share Subscription Agreement Template for Ireland

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Key Requirements PROMPT example:

Share Subscription Agreement

"I need a Share Subscription Agreement under Irish law for a single institutional investor subscribing for 15% of our technology company's ordinary shares, with completion planned for March 2025."

Document background
The Share Subscription Agreement is a fundamental document used in Irish corporate transactions when a company wishes to issue new shares to investors in exchange for capital investment. This document is essential for both private and public companies seeking to raise funds, document share issuances, and establish the rights and obligations of new investors. The agreement must comply with Irish company law requirements, particularly the Companies Act 2014, and typically includes details of the share subscription, warranties, conditions precedent, and completion mechanics. It's commonly used in various scenarios including seed funding rounds, growth capital investments, and strategic corporate investments. The document serves to protect both the issuing company and the subscriber by clearly defining the terms of the investment, any specific rights granted to the investor, and the process for completing the share subscription.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s)

2. Background: Recitals explaining the context of the share subscription and the company's authorization to issue shares

3. Definitions: Key terms used throughout the agreement

4. Subscription: Details of the shares being subscribed for, including number, class, and price

5. Payment Terms: Terms and timing of payment for the subscribed shares

6. Completion: Mechanics and timing of the completion of the share subscription

7. Conditions Precedent: Conditions that must be satisfied before completion can occur

8. Warranties by the Company: Representations and warranties given by the company regarding its status, authority, and shares

9. Warranties by the Subscriber: Representations and warranties given by the subscriber regarding capacity and authority

10. Covenants: Ongoing obligations of the parties

11. Termination: Circumstances under which the agreement can be terminated

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.

Optional Sections

1. Tag-Along Rights: Optional section for minority shareholder protection, used when existing shareholders require tag-along rights

2. Drag-Along Rights: Optional section for majority shareholder protection, used when majority shareholders require drag-along rights

3. Pre-emption Rights: Optional section detailing rights of first refusal on future share issues, used when required by existing shareholders

4. Board Appointment Rights: Optional section granting rights to appoint directors, used for significant investments

5. Information Rights: Optional section detailing ongoing information rights, used for institutional or significant investors

6. Anti-dilution Protection: Optional section providing protection against future dilutive share issues, used for venture capital or strategic investments

7. Restrictive Covenants: Optional section including non-compete and non-solicitation provisions, used when subscriber will have strategic involvement

Suggested Schedules

1. Schedule 1 - Share Capital: Details of the company's share capital structure pre and post-subscription

2. Schedule 2 - Company Warranties: Detailed list of company warranties

3. Schedule 3 - Conditions Precedent: Detailed list of conditions to be satisfied before completion

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion

5. Schedule 5 - Form of Board Resolutions: Pro-forma board resolutions approving the share subscription

6. Schedule 6 - Deed of Adherence: Form of deed to be signed if company has existing shareholders' agreement

7. Appendix A - Share Certificate: Pro-forma share certificate to be issued

8. Appendix B - Disclosure Letter: Company's disclosures against the warranties

Authors

Alex Denne

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

Relevant legal definitions





























Clauses
































Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Real Estate

Energy

Professional Services

Retail

Media & Entertainment

Biotechnology

Construction

Agriculture

Transportation & Logistics

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Board

Executive

Investment

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Legal Counsel

Finance Director

Company Director

Corporate Development Manager

Investment Manager

Venture Capital Partner

Private Equity Director

M&A Director

Treasury Manager

Compliance Officer

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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