This share subscription agreement venture capital template has 20 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our share subscription agreement venture capital 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 the Issuer and the Purchaser have executed a Letter of Commitment (the "Letter of Commitment") dated [DATE] whereby, inter alia, the Purchaser has agreed to subscribe for and purchase [PERCENTAGE %] percent of all equity and voting shares of the Issuer, which shares the Issuer has agreed to allot and issue to the Purchaser; 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 and the Consolidated Companies as going concerns, 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 the Consolidated Companies and all licenses, trade names, trade marks, leases, contracts, agreements and other rights and goodwill of the Issuer and the Consolidated Companies. "Audited Financial Statements" means the audited consolidated financial statements of the Issuer for the fiscal year ended [DATE], consisting of the consolidated balance sheet as of such date and the consolidated statements of income and retained earnings and changes in financial position for the fiscal year then ended as reported on by the auditors of the Issuer, copy of which is annexed hereto as Schedule [SPECIFY]; "Business Day" means any day other than a Saturday or a Sunday, upon which the Issuer's main bank is open for business in [STATE/PROVINCE], [STATE/PROVINCE]. "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 therefore in accordance with this Agreement. "Closing Date" means [HOUR] a.m./p.m., [STATE/PROVINCE] time on the [DATE] day of [MONTH] 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. "Consolidated Companies" shall have the meaning attributed thereto in Section 4.7 hereof; "Consolidated Companies Statements" means the unaudited financial statements of each of the Consolidated Companies for the fiscal year ended [DATE] and for the period from [DATE] to [DATE], consisting of the balance sheet as of the respective dates thereof and the statements of income and retained earnings and changes in financial position for the periods then ended, accompanied by a certificate of the chief financial officer of the Issuer stating that in his opinion such financial statements are complete and correct in all material respects and were prepared in accordance with generally accepted accounting principles and fairly represent the financial position of each of the Consolidated Companies for the periods then ended and the results of their operations for the said periods, copies of which are annexed hereto as Schedule [SPECIFY]; "Person" includes an individual, corporation, partnership, trust and unincorporated association; "Purchase Price" shall have the meaning attributed thereto in Section 2 hereof; "Residences" mean the three retirement residences for seniors currently being developed by the Issuer in [STATE/PROVINCE, [STATE/PROVINCE, and [STATE/PROVINCE, [STATE/PROVINCE and known as The [STATE/PROVINCE [STATE/PROVINCE, The [STATE/PROVINCE at [STATE/PROVINCE, and [STATE/PROVINCE at [STATE/PROVINCE, respectively; "Shares" means [NUMBER] common shares in the share capital of the Issuer; "Unaudited Financial Statements" means the unaudited consolidated financial statements of the Issuer for the period from [DATE] to [DATE], consisting of the consolidated balance sheet as of such date and the consolidated statements of income and retained earnings and changes in financial position for the period then ended, accompanied by a certificate of the chief financial officer of the Issuer stating that in his opinion such financial statements are complete and correct in all material respects and were prepared in accordance with generally accepted accounting principles and fairly represent the financial position of the Issuer for the period then ended and the results of its operations for the said period, copies of which is annexed hereto as Schedule [SPECIFY]; SUBSCRIPTION FOR SHARES Agreement to Purchase and Sell. Subject to the terms and conditions herein contained, the Purchaser hereby subscribes for and agrees to purchase at Closing the Shares for an aggregate purchase price of [AMOUNT] (the "Purchase Price") and the Issuer hereby accepts the Purchaser's subscription for the Shares and agrees to allot and issue to the Purchaser at Closing the Shares, free and clear of any and all options, rights, charges, calls, commitments, rights of first refusal, mortgages, pledges, privileges, liens, demands restrictions and encumbrances whatsoever. PAYMENT OF PURCHASE PRICE Payment of Purchase Price and Delivery of Share Certificate. The Purchase Price shall be paid in full at Closing by the Purchaser by the delivery of a certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing the Shares duly registered in the name of the Purchaser. REPRESENTATIONS AND WARRANTIES OF THE ISSUER The Issuer hereby covenants, represents and warrants to the Purchaser as follows: Due Incorporation and Capacity to Carry on Business The Issuer and each of the Consolidated Companies is body corporate duly incorporated, properly organized and validly subsisting in good standing under the [YOUR COUNTRY LAW] of the jurisdiction of its incorporation. The Issuer and each of the Consolidated Companies has the corporate power, authority and capacity to own its property and to carry on its business in the manner and to the extent currently carried on in all jurisdictions in which it presently carries on business and to carry out the transaction contemplated hereby. Due Qualification to Carry on Business The Issuer and each of the Consolidated Companies is duly qualified (and has all required permits, licenses, certificates and authorizations necessary) to transact and carry on its business in the manner and to the extent currently carried on in all jurisdictions in which it presently carries on business and is so duly licensed or qualified in each jurisdiction whereby by virtue of the nature of its business or the location of the Assets, such licensing or qualification is necessary. The only jurisdictions in which the Issuer and each of the Consolidated Companies carries on business or owns or leases property are set forth in Schedule [SPECIFY] hereto. Violation of Contacting Documents and Contracts
