This ‘sample subscription agreement’ page contains sample clauses from our subscription agreement template, which is downloadable instantly on our website.
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2. Conditions Precedent
2.1 Notwithstanding any provisions herein, the obligation of Subscriber to subscribe for the New Shares on the Completion Date is conditional upon the following conditions being fulfilled to the satisfaction of Subscriber (if the same shall not already have been satisfied prior to the date hereof):
(a) the Subscriber and the Shareholders of the Issuer shall have lawfully and validly entered in to an agreement between themselves, such as a “Shareholders Agreement” defining inter alia their mutual obligations, privileges, protections, and rights;
(b) all consents, approvals or authorisations (if necessary) from any relevant authorities for the lawful conduct of the Business by the Issuer having been obtained and continuing to be in force;
(c) all consents, approvals or authorisations including approvals from the Board and the Shareholders for the issue by the Issuer and the subscription by the Subscriber of the New Shares having been obtained and continuing to be in force;
(d) there have been no significant material adverse change to the business climate or financial conditions; and
(e) all Warranties of the Issuer under this Agreement being complied with, true, complete and accurate.
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4. Completion and Post-Completion
4.1 The Completion shall take place upon the issue and allotment to the Subscriber of all of the New Shares in exchange for full payment of the Aggregate Price by the Subscriber.
4.2 The Issuer shall deliver to the Subscriber within [number e.g. 7] days from the Completion Date the definitive share certificate in respect of the New Shares issued and allotted to the Subscriber.
4.3 The Issuer shall deliver to the Subscriber such waivers, consents and other documents as may be required to give good title to the New Shares and to enable the Subscriber to become the registered holders thereof.
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6. Issuer’s Undertaking to Disclose
6.1 The Issuer hereby undertakes with the Subscriber that it will forthwith disclose in writing to the Subscriber any material event or circumstance which may arise or become known to it or its Directors and/or officers after the date hereof and prior to the Completion Date which is inconsistent with any of the Warranties or which might make any of them inaccurate.
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9. Confidentiality
9.1 Each of the Parties agrees to keep strictly secret and confidential, and under no circumstances to disclose to any person or entity which is not a Party, any confidential information arising from or in connection with this Agreement.
9.2 Notwithstanding Clause 9.1, the confidentiality obligation shall not apply to:
(a) any information obtained from any Party which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of any Party or any of its agents, advisers, directors, officers, employees or representatives;
(b) any information which is required to be disclosed pursuant to any applicable laws or to any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body;
(c) any information disclosed by any of the Parties to their professional advisers (including lawyers and bankers) for the purpose of this Agreement; and
(d) any information which is required to be disclosed by either Party pursuant to any reporting requirements imposed on it.
9.3 The obligations set out in this Clause 9 shall survive the termination of this Agreement.
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The above sample subscription agreement contains sample clauses taken directly from our subscription agreement template.
