A Shares Subscription Agreement is essential when a company wishes to issue new shares to investors, whether in a private placement or public offering. This document is particularly crucial in the United States, where securities issuance is heavily regulated by both federal and state laws. The agreement serves multiple purposes: it documents the investment terms, ensures regulatory compliance, provides legal protection for both parties, and establishes a clear framework for the share subscription process. It typically includes detailed information about the share class, price, payment terms, closing conditions, and various representations and warranties from both the company and the subscriber.
Shares Subscription Agreement for the United States
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Key Requirements PROMPT example:
Shares Subscription Agreement
"I need a Shares Subscription Agreement for a Series A investment round where our tech startup is issuing 100,000 preferred shares to three venture capital firms, with standard anti-dilution and board appointment rights to be included, closing planned for March 2025."
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1. Parties: Identification of the company issuing shares and the subscriber(s)
2. Background: Context of the share subscription, including company details and purpose of the issuance
3. Definitions: Key terms used throughout the agreement
4. Subscription and Payment Terms: Number of shares, price per share, and payment mechanics
5. Closing Conditions: Prerequisites that must be satisfied before shares are issued
6. Representations and Warranties: Statements of fact by both company and subscriber
7. Covenants: Ongoing obligations of the parties
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - include when protecting minority shareholders
2. Pre-emptive Rights: Right of first refusal on future share issuances - include when existing shareholders need protection against dilution
3. Lock-up Provisions: Restrictions on share transfers - include when company wants to ensure stability of shareholding
4. Board Representation: Rights to appoint directors - include for significant investments
1. Share Certificate: Form of share certificate to be issued
2. Disclosure Schedule: Exceptions to representations and warranties
3. Shareholders' Rights: Detailed description of shareholder rights and obligations
4. Corporate Documents: Articles of incorporation, bylaws, board resolutions
5. Accredited Investor Questionnaire: For private placements under Regulation D
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