This share subscription agreement private_long form template has 23 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our share subscription agreement private_long form template:
SHARE SUBSCRIPTION AGREEMENT This Share Subscription Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "Issuer"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS subject to the terms and conditions of this Agreement, the Purchaser wishes to subscribe for and purchase from the Issuer [NUMBER] Class A common shares (the "Subscribed Shares") which, together with the [NUMBER] issued and outstanding Class A common shares of the Issuer to be purchased from [COMPANY NAME] on [DATE], will ultimately result in the Purchaser becoming the registered holder and beneficial owner of [PERCENTAGE %] of the issued and outstanding equity and voting shares of the Issuer; WHEREAS the Issuer wishes to accept said subscription and has agreed to allot and issue to the Subscribed Shares to the Purchaser, subject to the terms and conditions of this Agreement; NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE CONDITIONS AND COVENANTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: DEFINITIONS In this Agreement unless specifically defined otherwise or the context otherwise requires, the following terms shall have the following meanings, and the terms defined elsewhere herein shall have the meaning there defined: "Agreement" means this Share Subscription Agreement including all schedules attached hereto, all of which are incorporated herein by reference and form part hereof and all amendments and supplements hereto and the terms "herein", "hereof", "hereto", "hereunder", and like terms refer to this Agreement. "Assets" means the undertaking, property and assets of the Issuer as a going concern, of every kind and description and wheresoever situated, including, without limitation, real property, furniture and fittings, leases, leasehold improvements and prepaid expenses and receivables of the Issuer and all licenses, trade names, trade marks, leases, contracts, agreements and other rights and goodwill of the Issuer. "Business" means the Business of research and development of an electronic printing press and its related inks. "Business Day" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. "Closing" means the completion of the subscription for and the issue of the Shares under this Agreement by the transfer and delivery of documents of title thereto and the payment of the purchase price therefor in accordance with this Agreement. "Closing Date" means [HOUR], [STATE/PROVINCE] time on [DATE] or such other time or date as the [COMPANY NAME] may agree upon in writing as the time at which the Closing shall take place. "Financial Statements" means: the audited financial statements of the Issuer relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Issuer relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule [SPECIFY] hereto. "Funding Agreements" has the meaning attributed thereto in Subsection 4.40. "Intellectual Property Rights" means all trade names, trade marks, trade mark applications, service marks, service mark applications, standard drawings, designs, copyrights, patents, patent applications, know-how, trade secrets and other intellectual property rights of the Issuer used in connection with the Business. "Issuer Contacting Documents" means the certificate and articles of incorporation of the Issuer and all amendments thereto together with the by-laws of the Issuer in force as of the date hereof. "Lien" means any interest in property or in the income or profits therefrom securing an obligation owed to, or a claim by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a lease herein below described) of such property, whether such interest is based on common [YOUR COUNTRY LAW], civil [YOUR COUNTRY LAW], statute or contract, and including but not limited to any security interest, option, right, charge, call, commitment, right of first refusal, hypothec, mortgage, pledge, lien, claim, cession, transfer, assignment, encumbrance, title retention agreement, lessor's interest under a lease which would be capitalized on a balance sheet of the owner of such property or analogous interest in, of or on any property or the income or profits therefrom of a Person. "Material Adverse Effect" means (in connection with an event or occurrence) an effect which is materially adverse to the business, assets, liabilities, financial condition, operating results, employee relations, customer relations or business process of the Business; "Material Adverse Change" means an event or occurrence which has a Material Adverse Effect; "Person or persons" includes any individual, company, corporation, partnership, firm, trust, sole proprietorship, government authority, regulatory body or agency howsoever designated or constituted. "Purchase Price" has the meaning attributed thereto in Section 2; "Subscribed Shares" means [NUMBER] Class A common shares in the share capital of the Issuer. SUBSCRIBED SHARES Subscription. Subject to the terms and conditions contained in this Agreement, the Purchaser hereby subscribes for and agrees to purchase from the Issuer, and the Issuer hereby accepts said subscription, allots and agrees to issue to the Purchaser the Subscribed Shares free and clear of all Liens for an aggregate purchase price of [AMOUNT] (the "Purchase Price"), payable as set forth in Article [NUMBER]. The Purchaser shall acquire and the Issuer shall issue the Subscribed Shares in accordance with the following schedule: [NUMBER] Class A common shares at Closing; [NUMBER] Class A common shares on the first anniversary date of Closing; and [NUMBER] Class A common shares on the second anniversary date of Closing. PAYMENT OF PURCHASE PRICE AND DELIVERY OF SHARE CERTIFICATES The Purchase Price shall be paid in [NUMBER] installments as follows: Closing At Closing, [AMOUNT] shall be paid by the Purchaser by certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing [NUMBER] Class A common shares duly registered in the name of the Purchaser. First Anniversary of Closing On the first anniversary date of Closing, [AMOUNT] shall be paid by the Purchaser by certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing [NUMBER] Class A common shares duly registered in the name of the Purchaser. Second Anniversary of Closing On the second anniversary date of Closing, [AMOUNT] shall be paid by the Purchaser by certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing [NUMBER] Class A common shares duly registered in the name of the Purchaser.
