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Unit Subscription Agreement

Unit Subscription Agreement Template for Canada

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Key Requirements PROMPT example:

Unit Subscription Agreement

I need a Unit Subscription Agreement for a Canadian technology startup based in Ontario, offering Series A preferred units to accredited investors with a minimum subscription of CAD 100,000, including anti-dilution protection and board observation rights.

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Document background
The Unit Subscription Agreement is a crucial document used in Canadian investment transactions when an investor (subscriber) wishes to purchase units in an investment vehicle. This agreement is essential for both private and public offerings, though it's most commonly used in private placements where exemptions from prospectus requirements under National Instrument 45-106 apply. The document serves multiple purposes: it confirms the subscriber's intention to invest, verifies their eligibility under securities laws, provides necessary representations and warranties, and establishes the terms of the investment. The agreement must comply with both federal and provincial securities regulations, including requirements for investor qualification, disclosure, and registration. It's particularly important in ensuring compliance with Canadian securities laws while protecting both the issuer's and investor's interests.
Suggested Sections

1. Parties: Identification of the issuer/company and the subscriber/investor

2. Background: Context of the unit offering and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription for Units: Details of the subscription including number of units, price per unit, and total subscription amount

5. Payment Terms: Terms and method of payment for the subscribed units

6. Closing: Conditions and mechanics of closing the subscription

7. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding their status, investment knowledge, and capacity to invest

8. Representations and Warranties of the Issuer: Issuer's confirmations regarding its status, authority, and the units being issued

9. Covenants: Ongoing obligations of both parties

10. Survival of Representations and Warranties: Duration and survival of the representations and warranties

11. Notice: Communication requirements and contact details for notices

12. General Provisions: Standard contractual provisions including governing law, amendments, and assignment

Optional Sections

1. Investment Review: Required when the subscriber is a non-Canadian investor and Investment Canada Act approval may be needed

2. Hold Period: Included when there are resale restrictions on the units

3. Right of First Refusal: Optional section when existing shareholders have pre-emptive rights on unit transfers

4. Tag-Along Rights: Included when minority investors are given the right to join in sales by majority holders

5. Drag-Along Rights: Included when majority holders want the right to force minority holders to join in a sale

6. Anti-Dilution Protection: Added when investors are given protection against future dilutive issuances

7. Board Representation: Included when the subscription includes rights to board representation

Suggested Schedules

1. Subscription Form: Detailed form capturing subscriber information and subscription details

2. Accredited Investor Certificate: Certificate confirming the subscriber's status as an accredited investor

3. Risk Acknowledgement Form: Form acknowledging the risks of the investment

4. Corporate Subscriber Re红杏直播: Required re红杏直播 for corporate subscribers

5. Wire Transfer Instructions: Banking details for subscription payment

6. Unit Certificate: Form of unit certificate to be issued

7. KYC/AML Documentation Requirements: List of required documents for identity verification and anti-money laundering compliance

8. Tax Forms: Relevant tax forms including W-8BEN for international subscribers

Authors

Alex Denne

Head of Growth (Open Source Law) @ 红杏直播 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Investment Management

Private Equity

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Relevant Teams

Legal

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

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