Table of Essentials: the essentials of this Subscription Agreement are determined by the table below. Essential Point Answer Guidance Notes. These are simple tips, for further free guidance resources, please visit skylaw.co (We suggest you delete this column when you are finished completing the questions, the document will look more professional!) Effective Date of this Agreement Choose one and delete the other: The Signature Date The following date:[INSERT] Please choose an option to describe the date on which the agreement is intended to take effect. The "Signature Date" is a defined term (see the definition section below) meaning the date on which the Party that is last to sign this Agreement, does so. We have assumed that there are no "conditions precedent" (i.e. things that have to happen before the agreement will be binding). If you want to included conditions, please contact us and we'll insert them for you: . Company name: [INSERT] Proprietary Limited This is the name of the Company that is issuing the shares. To repeat our introductory message, this Agreement records the terms on which a Company issues its own shares to a purchaser – i.e. a "subscription" for the shares of that Company. The Company will create (authorize) shares, and then issue them to a buyer who becomes a shareholder after paying the Subscription Price. And to repeat our introduction message, this is completely different to a "sale of shares" by one shareholder to another person – the essential point being that the price paid for those shares would go to the shareholder, not the company. So are you raising funds
Number of Authorized Shares described in your MOI. See your free online MOI for guidance on that point, and as usual, for any questions, just ask us! . Subscription Price In return for the Subscription Shares, Party A will pay the Company: [INSERT THE AMOUNT TO BE PAID FOR THE SHARES] (the "Subscription Price") Please record the price paid by the Subscriber for the Subscription Shares (i.e. "Subscription Price") Payment date for the Subscription Price When will the Subscription Price be paid? Choose one and delete the other: Within 7 (seven) calendar days of the Effective Date. [OR INSERT PAYMENT DATE] This will be referred to as the "Payment Date" in the body of the Agreement. INSERT _________________________ _________________________ _________________________ _________________________ _________________________
This Agreement may not be cancelled or terminated by any Party and will endure with respect to each Shareholder (for so long as that person or entity is a Shareholder) and the Company indefinitely or until terminated by the unanimous written consent of all the Parties. Subject always to clause 10.1, if any Party breaches any material provision or term of this Agreement (other than those which contain their own remedies or limit the remedies in the event of a breach thereof) and fails to remedy such breach within 14 days of receipt of written notice requiring it to do so then the aggrieved Party shall be entitled without notice, in addition to any other remedy available to it at law (except for cancelation or termination) or under this Agreement, including obtaining an interdict or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved Party's right to claim damages. GOVERNING LAW AND SUBMISSION TO JURISDICTION This Agreement and any matter arising from this Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa. The Parties hereby consent and submit to the exclusive jurisdiction of the Western Cape High Court in respect of any litigation arising in terms of this Agreement, subject to the provisions of clause 12. ARBITRATION Other than in respect of those provisions of the Agreement which provide for their own remedies which would be incompatible with arbitration, a dispute which arises in regard to – the interpretation of; the carrying into effect of; any of the Parties' rights and obligations arising from;