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Common Stock Subscription Agreement
"I need a Common Stock Subscription Agreement for my Philippine tech startup, issuing 100,000 Class A common shares to a Singapore-based venture capital firm in March 2025, with anti-dilution protection and board seat rights."
1. Parties: Identification of the Corporation and the Subscriber(s), including complete legal names and addresses
2. Background: Recitals explaining the context of the agreement, including the corporation's authorized capital stock and the subscriber's intention to subscribe
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription: Details of the shares being subscribed to, including number, class, and par value
5. Subscription Price and Payment: Total subscription price, payment terms, and schedule of payments
6. Issuance of Shares: Process and timing for the issuance of share certificates
7. Representations and Warranties of the Corporation: Corporate authority, valid issuance of shares, and other company warranties
8. Representations and Warranties of the Subscriber: Subscriber's capacity, understanding of investment, and compliance with laws
9. Covenants: Ongoing obligations of both parties
10. Closing Conditions: Conditions that must be met before the subscription becomes effective
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Miscellaneous Provisions: Standard provisions including notices, amendments, governing law, and dispute resolution
13. Execution: Signature blocks and formal closing language
1. Foreign Ownership Compliance: Required when the subscriber is foreign, addressing compliance with Philippine foreign ownership restrictions
2. Right of First Refusal: Optional provision giving existing shareholders priority rights to purchase shares before they can be sold to third parties
3. Tag-Along Rights: Optional provision allowing minority shareholders to join in the sale of shares by majority shareholders
4. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of shares
5. Anti-Dilution Protection: Optional protection for subscribers against future dilution of their shareholding
6. Board Seat Rights: Optional provision granting the subscriber right to board representation
7. Dividends Rights: Special provisions regarding dividend rights if different from standard common stock rights
1. Schedule A - Details of Subscription: Detailed breakdown of the number of shares, price per share, and total subscription amount
2. Schedule B - Payment Schedule: Detailed timeline and amounts for installment payments if applicable
3. Schedule C - Corporate Documents: Copies of relevant corporate documents including Articles of Incorporation, By-laws, and board resolutions
4. Schedule D - Disclosure Schedule: Exceptions or qualifications to the representations and warranties
5. Schedule E - Shareholders' Agreement: If applicable, attached copy of or reference to existing shareholders' agreement
6. Appendix 1 - Form of Share Certificate: Template or specimen of the share certificate to be issued
7. Appendix 2 - Secretary's Certificate: Certificate confirming corporate approvals and authority to issue shares
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Transportation
Education
Professional Services
Media and Entertainment
Legal
Finance
Corporate Secretarial
Compliance
Investment
Business Development
Corporate Affairs
Treasury
Risk Management
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Manager
Finance Director
Compliance Officer
Board Director
Company President
Investment Analyst
Corporate Finance Manager
Managing Partner
Venture Capitalist
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