Issuance of shares clause: Copy, customize, and use instantly
Introduction
An issuance of shares clause outlines the terms and conditions under which a company can issue shares to individuals or entities. This clause typically includes details such as the number of shares to be issued, the price or value at which they will be issued, and any restrictions or rights associated with the shares. It serves to ensure clarity about how shares are distributed and provides transparency regarding shareholder equity and ownership within the company.
Below are templates for issuance of shares clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard issuance of shares clause
This version provides a general framework for issuing shares.
[Party A] agrees to issue [Number] shares of common stock at a price of [Price] per share to [Party B]. The shares shall be issued on [Date], subject to compliance with all applicable laws and regulatory requirements.
Issuance of shares clause with provision for issuance of shares for capital contributions
This version addresses capital contributions.
In exchange for a capital contribution of [Amount], [Party A] shall issue [Number] shares of common stock to [Party B]. The issuance will be executed on or before [Date], and the shares shall carry the rights and obligations described in [Section X].
Issuance of shares clause with provision for conditional issuance
This version includes conditions for issuance.
The issuance of [Number] shares to [Party B] is conditional upon the completion of [specific event or action], including but not limited to [approval by board of directors, completion of due diligence, etc.]. If the conditions are not met by [Date], the issuance shall be void.
Issuance of shares clause with provision for issuance to employees or contractors
This version addresses employees or contractors.
[Party A] agrees to issue [Number] shares of common stock to [Employee/Contractor] as part of their compensation package. The shares shall vest in accordance with the terms outlined in [Exhibit A], with the issuance to occur on [Date].
Issuance of shares clause with provision for issuance to investors
This version addresses issuance to investors.
[Party A] agrees to issue [Number] shares of [type of stock] to [Investor], in exchange for an investment of [Investment Amount] at a price of [Price per Share], with the issuance to occur on or before [Date], and subject to the completion of all necessary legal formalities.
Issuance of shares clause with provision for preemptive rights
This version includes preemptive rights.
The issuance of [Number] shares of [type of stock] to [Party B] shall be made with preemptive rights granted to existing shareholders in proportion to their current holdings, allowing them the opportunity to purchase additional shares before the issuance to new shareholders.
Issuance of shares clause with provision for issuance upon completion of a merger
This version addresses issuance upon a merger.
[Party A] shall issue [Number] shares of common stock to [Party B] upon the completion of the merger between [Party A] and [Target Company]. The shares shall be issued on [Date], contingent upon the successful completion of the merger.
Issuance of shares clause with provision for issuance to a new board member
This version addresses issuance to a board member.
[Party A] agrees to issue [Number] shares of common stock to [New Board Member] as part of their compensation for serving on the board of directors. The shares shall be issued on [Date], and are subject to the terms of the shareholder agreement.
Issuance of shares clause with provision for convertible shares
This version includes convertible shares.
[Party A] agrees to issue [Number] shares of convertible preferred stock to [Party B], which may be converted into common stock at the discretion of the holder, subject to the terms outlined in [Section X]. The shares shall be issued on [Date].
Issuance of shares clause with provision for issuance at a discounted price
This version includes a discounted price.
[Party A] agrees to issue [Number] shares of common stock to [Party B] at a discounted price of [Discounted Price] per share, as part of a special offering. The shares will be issued on [Date], subject to approval by the board of directors.
Issuance of shares clause with provision for issuance upon vesting of stock options
This version ties issuance to stock option vesting.
[Party A] agrees to issue [Number] shares of common stock to [Employee] as part of their stock option plan. The shares will vest according to the schedule outlined in [Exhibit A], and will be issued once the vesting conditions are met.
Issuance of shares clause with provision for issuance to shareholders in exchange for assets
This version addresses issuance in exchange for assets.
[Party A] agrees to issue [Number] shares of common stock to [Party B] in exchange for the transfer of [specific assets]. The issuance will be completed on [Date], and all necessary legal formalities will be completed prior to the issuance.
Issuance of shares clause with provision for issuance for services rendered
This version is for services rendered.
[Party A] agrees to issue [Number] shares of common stock to [Party B] as compensation for services rendered, with the value of the shares to be determined at the time of issuance. The shares shall be issued on [Date], upon completion of the agreed-upon services.
Issuance of shares clause with provision for issuance to founders
This version addresses founders.
[Party A] agrees to issue [Number] shares of common stock to the founders of the company, with the shares being issued on [Date]. The founders’ shares will be subject to the terms of the founders' agreement, including vesting schedules and transfer restrictions.
Issuance of shares clause with provision for issuance upon a public offering
This version includes a public offering.
[Party A] agrees to issue [Number] shares of common stock to the public in the event of a public offering, subject to the terms of the underwriting agreement. The issuance will occur upon the closing of the offering and the shares will be distributed in accordance with the offering terms.
Issuance of shares clause with provision for issuance in connection with debt conversion
This version addresses debt conversion.
[Party A] agrees to issue [Number] shares of common stock to [Party B] upon the conversion of [specific debt instrument] into equity. The shares shall be issued on [Date], subject to the terms of the debt agreement and applicable law.
Issuance of shares clause with provision for issuance as part of a buyout agreement
This version addresses a buyout.
[Party A] agrees to issue [Number] shares of common stock to [Party B] as part of the buyout agreement outlined in [Section X]. The shares shall be issued on or before [Date], and all conditions precedent to the buyout must be satisfied prior to issuance.
Issuance of shares clause with provision for issuance subject to approval by shareholders
This version requires shareholder approval.
The issuance of [Number] shares to [Party B] is subject to the approval of [Party A]'s shareholders. The shares will be issued on [Date], contingent upon the approval by the majority of shareholders at the next annual general meeting.
Issuance of shares clause with provision for issuance with voting rights
This version includes voting rights.
The shares to be issued to [Party B] pursuant to this Agreement will have full voting rights, as outlined in [Section X] of the shareholder agreement. The shares shall be issued on [Date], and will be entitled to vote at shareholder meetings as of the issuance date.
Issuance of shares clause with provision for issuance subject to regulatory approval
This version includes regulatory approval.
The issuance of [Number] shares to [Party B] is contingent upon obtaining regulatory approval from [relevant authority]. The shares will be issued on [Date], subject to the receipt of such approval.
Issuance of shares clause with provision for issuance to a strategic partner
This version addresses strategic partners.
[Party A] agrees to issue [Number] shares of common stock to [Strategic Partner] in exchange for a strategic partnership, with the issuance to occur on [Date], and subject to the completion of due diligence and finalizing the partnership agreement.
Issuance of shares clause with provision for issuance based on milestone achievement
This version ties issuance to milestone achievement.
[Party A] agrees to issue [Number] shares of common stock to [Party B] upon the successful achievement of [specific milestone]. The shares shall be issued on [Date], and the milestone must be met by [specific date] for the issuance to occur.
Issuance of shares clause with provision for issuance with dividends
This version includes dividends.
The shares to be issued to [Party B] shall entitle the holder to receive dividends in accordance with the terms of the shareholder agreement. The issuance shall occur on [Date], and the holder will be entitled to dividends starting from the date of issuance.
Issuance of shares clause with provision for issuance to minority shareholders
This version addresses minority shareholders.
[Party A] agrees to issue [Number] shares of common stock to the minority shareholders of the company as part of an equity offering. The issuance will be executed on [Date], and each shareholder shall receive their proportional share based on their ownership percentage.
Issuance of shares clause with provision for issuance upon exercise of stock options
This version includes stock option exercises.
[Party A] agrees to issue [Number] shares of common stock to [Employee] upon the exercise of stock options granted under the [Stock Option Plan]. The shares will be issued on [Date], and the options must be exercised in accordance with the terms outlined in [Exhibit A].
Issuance of shares clause with provision for issuance as part of a debt-equity swap
This version covers a debt-equity swap.
[Party A] agrees to issue [Number] shares of common stock to [Party B] in exchange for the cancellation of [specific debt]. The issuance will be executed on [Date], and the terms of the debt-equity swap shall be governed by [Debt Agreement].
Issuance of shares clause with provision for issuance to a parent company
This version addresses a parent company.
[Party A] agrees to issue [Number] shares of common stock to [Parent Company] in exchange for strategic support and resources. The shares will be issued on [Date], and the issuance is contingent upon the approval of both [Party A]'s board of directors and [Parent Company].
Issuance of shares clause with provision for issuance upon completion of a fundraising round
This version is tied to a fundraising round.
[Party A] agrees to issue [Number] shares of common stock to [Investor] upon the completion of the current fundraising round. The shares will be issued on [Date], and all applicable fundraising terms shall apply to the issuance.
Issuance of shares clause with provision for issuance to a founder
This version addresses founders.
[Party A] agrees to issue [Number] shares of common stock to [Founder] as part of their ownership stake in the company. The shares shall be issued on [Date], and the issuance will be subject to the vesting conditions outlined in [Exhibit A].
Issuance of shares clause with provision for issuance to a joint venture partner
This version addresses a joint venture.
[Party A] agrees to issue [Number] shares of common stock to [Joint Venture Partner] as part of the formation of a joint venture between the Parties. The shares will be issued on [Date], subject to the completion of the joint venture agreement.
Issuance of shares clause with provision for issuance in exchange for services rendered
This version addresses services rendered.
[Party A] agrees to issue [Number] shares of common stock to [Service Provider] as compensation for the services rendered under the [Service Agreement]. The shares will be issued on [Date], and will be subject to the terms of the shareholder agreement.
Issuance of shares clause with provision for issuance to a new investor upon capital injection
This version includes capital injection.
[Party A] agrees to issue [Number] shares of common stock to [New Investor] upon their capital injection of [Amount]. The shares will be issued on [Date], and the capital will be utilized for [specific use, e.g., expansion or acquisition].
Issuance of shares clause with provision for issuance of preferred shares
This version includes preferred shares.
[Party A] agrees to issue [Number] shares of preferred stock to [Investor], with the terms of the preferred stock as described in [Exhibit B]. The issuance shall occur on [Date], and the shares will provide the rights specified in the shareholder agreement.
Issuance of shares clause with provision for issuance to a trustee or nominee
This version includes a trustee or nominee.
[Party A] agrees to issue [Number] shares of common stock to [Trustee or Nominee] on behalf of [Party B]. The shares will be issued on [Date], and the trustee will hold the shares subject to the terms of the trust agreement.
Issuance of shares clause with provision for issuance based on certain performance criteria
This version ties issuance to performance criteria.
[Party A] agrees to issue [Number] shares of common stock to [Employee] upon meeting certain performance criteria, as outlined in [Exhibit A]. The shares will be issued on [Date] upon confirmation that the performance goals have been met.
Issuance of shares clause with provision for issuance upon completion of a specific transaction
This version ties issuance to a transaction.
[Party A] agrees to issue [Number] shares of common stock to [Party B] upon the successful completion of [specific transaction], which shall occur no later than [Date]. The shares will be issued on the closing date of the transaction.
Issuance of shares clause with provision for issuance following shareholder approval
This version requires shareholder approval.
The issuance of [Number] shares to [Party B] is contingent upon the approval of [Party A]’s shareholders, with the shares to be issued on [Date] following such approval at the next annual general meeting.
Issuance of shares clause with provision for issuance in exchange for intellectual property
This version addresses intellectual property.
[Party A] agrees to issue [Number] shares of common stock to [Party B] in exchange for the transfer of intellectual property rights related to [specific IP]. The shares will be issued on [Date], and the transfer will be governed by the terms of the intellectual property agreement.
Issuance of shares clause with provision for issuance as part of a corporate restructuring
This version involves corporate restructuring.
[Party A] agrees to issue [Number] shares of common stock to [Party B] as part of a corporate restructuring, with the shares to be issued on [Date]. The terms of the restructuring shall be governed by [Restructuring Agreement].
Issuance of shares clause with provision for issuance to a strategic investor
This version addresses a strategic investor.
[Party A] agrees to issue [Number] shares of common stock to [Strategic Investor] in exchange for their strategic support and guidance. The shares will be issued on [Date], and the issuance is contingent upon the finalization of the strategic investment agreement.
Issuance of shares clause with provision for issuance to a corporate sponsor
This version addresses a corporate sponsor.
[Party A] agrees to issue [Number] shares of common stock to [Corporate Sponsor] in recognition of their support for [specific project]. The shares will be issued on [Date], and the terms of the sponsorship will be outlined in the sponsorship agreement.
Issuance of shares clause with provision for issuance to a partner upon achieving agreed milestones
This version ties issuance to milestones.
[Party A] agrees to issue [Number] shares of common stock to [Partner] upon achieving specific milestones as outlined in [Exhibit A]. The shares will be issued on [Date] upon the confirmation that the milestones have been met.
Issuance of shares clause with provision for issuance upon completion of a successful audit
This version addresses completion of an audit.
[Party A] agrees to issue [Number] shares of common stock to [Party B] upon the successful completion of the audit for the fiscal year ending [Date]. The shares will be issued on [Date], contingent on approval by the audit committee.
Issuance of shares clause with provision for issuance to shareholders in proportion to existing holdings
This version addresses proportional issuance.
[Party A] agrees to issue [Number] shares of common stock to existing shareholders in proportion to their current holdings, with the issuance to occur on [Date]. The issuance will be subject to the approval of the board of directors.
Issuance of shares clause with provision for issuance to a strategic partner upon finalizing partnership
This version ties issuance to a partnership agreement.
[Party A] agrees to issue [Number] shares of common stock to [Strategic Partner] upon finalizing the partnership agreement on [Date]. The shares will be issued immediately following the execution of the partnership agreement.
Issuance of shares clause with provision for issuance based on performance metrics
This version ties issuance to performance metrics.
[Party A] agrees to issue [Number] shares of common stock to [Employee] based on the successful achievement of performance metrics as outlined in [Exhibit A]. The shares will be issued upon confirmation of the metrics being met by [Date].
Issuance of shares clause with provision for issuance to a new investor in exchange for debt forgiveness
This version addresses debt forgiveness.
[Party A] agrees to issue [Number] shares of common stock to [Investor] in exchange for the forgiveness of [Amount] of debt owed by [Party A]. The shares will be issued on [Date], contingent upon the formal debt forgiveness agreement being executed.
Issuance of shares clause with provision for issuance subject to compliance with securities laws
This version ensures compliance with securities laws.
The issuance of [Number] shares of common stock to [Investor] is subject to compliance with all applicable securities laws. The shares will be issued on [Date], upon completion of all necessary regulatory filings and approvals.
Issuance of shares clause with provision for issuance of shares to resolve a legal dispute
This version addresses legal disputes.
[Party A] agrees to issue [Number] shares of common stock to [Party B] as part of the settlement of the legal dispute arising from [specific case]. The shares will be issued on [Date], upon execution of the settlement agreement.
Issuance of shares clause with provision for issuance as part of a business acquisition
This version is tied to a business acquisition.
[Party A] agrees to issue [Number] shares of common stock to [Seller] as part of the acquisition of [Target Company]. The shares will be issued on [Date], subject to the completion of all necessary legal and regulatory processes.
Issuance of shares clause with provision for issuance upon reaching a funding milestone
This version includes funding milestones.
[Party A] agrees to issue [Number] shares of common stock to [Investor] upon the successful completion of the [Funding Round], with the issuance to occur on [Date], contingent on reaching the agreed-upon funding target of [Amount].
Issuance of shares clause with provision for issuance to directors as part of compensation package
This version is for director compensation.
[Party A] agrees to issue [Number] shares of common stock to [Board Member] as part of their compensation package for serving as a director. The shares will be issued on [Date], and will be subject to the terms of the director compensation agreement.
Issuance of shares clause with provision for issuance as part of a spin-off
This version is tied to a spin-off.
[Party A] agrees to issue [Number] shares of common stock to shareholders as part of the spin-off of [Subsidiary]. The shares will be distributed on [Date], and the issuance will be subject to approval by [Party A]’s board of directors.
Issuance of shares clause with provision for issuance in connection with licensing agreement
This version includes a licensing agreement.
[Party A] agrees to issue [Number] shares of common stock to [Licensee] as part of the licensing agreement for [specific IP]. The shares will be issued on [Date], subject to the terms outlined in the licensing agreement.
Issuance of shares clause with provision for issuance based on shareholder approval
This version requires shareholder approval.
The issuance of [Number] shares of common stock to [Party B] is contingent upon approval by [Party A]'s shareholders at the next annual general meeting. The shares will be issued on [Date], following shareholder approval.
Issuance of shares clause with provision for issuance upon resolution of disputes
This version ties issuance to dispute resolution.
[Party A] agrees to issue [Number] shares of common stock to [Party B] upon the resolution of the current dispute between the Parties. The shares will be issued on [Date], and the terms of the dispute resolution will be outlined in [Exhibit B].
Issuance of shares clause with provision for issuance upon achieving sales targets
This version is based on sales targets.
[Party A] agrees to issue [Number] shares of common stock to [Employee/Partner] upon achieving the sales targets outlined in [Exhibit A]. The shares will be issued on [Date], and the targets must be met within [X] months.
Issuance of shares clause with provision for issuance as part of a debt restructuring agreement
This version covers debt restructuring.
[Party A] agrees to issue [Number] shares of common stock to [Debt Holder] as part of the debt restructuring agreement. The shares will be issued on [Date], and the terms of the restructuring will be outlined in the restructuring agreement.
Issuance of shares clause with provision for issuance in exchange for non-compete agreement
This version includes a non-compete agreement.
[Party A] agrees to issue [Number] shares of common stock to [Party B] in exchange for entering into a non-compete agreement with [Party A]. The shares will be issued on [Date], and the non-compete terms will be outlined in [Exhibit A].
Issuance of shares clause with provision for issuance to offset litigation costs
This version addresses litigation costs.
[Party A] agrees to issue [Number] shares of common stock to [Party B] to offset litigation costs incurred by [Party A] in the dispute between [Party A] and [Party C]. The shares will be issued on [Date], and the terms of the settlement will be outlined in [Exhibit B].
Issuance of shares clause with provision for issuance following completion of regulatory filings
This version includes regulatory filings.
The issuance of [Number] shares of common stock to [Investor] is contingent upon the completion of all necessary regulatory filings with [relevant authorities]. The shares will be issued on [Date], and the issuance will be subject to the final approval of the filings.
Issuance of shares clause with provision for issuance based on acquisition terms
This version is tied to acquisition terms.
[Party A] agrees to issue [Number] shares of common stock to [Seller] as part of the consideration for the acquisition of [Target Company]. The shares will be issued on [Date], contingent upon the closing of the acquisition and finalization of the purchase agreement.
Issuance of shares clause with provision for issuance in exchange for consulting services
This version is for consulting services.
[Party A] agrees to issue [Number] shares of common stock to [Consultant] as compensation for consulting services provided under [Consulting Agreement]. The shares will be issued on [Date], and the terms of the consulting arrangement will be outlined in [Exhibit A].
Issuance of shares clause with provision for issuance to a partner upon joint venture formation
This version addresses a joint venture.
[Party A] agrees to issue [Number] shares of common stock to [Joint Venture Partner] upon the successful formation of a joint venture between [Party A] and [Partner]. The shares will be issued on [Date], subject to the execution of the joint venture agreement.
Issuance of shares clause with provision for issuance as part of a buyback program
This version addresses a buyback program.
[Party A] agrees to issue [Number] shares of common stock to [Investor] as part of the company's stock buyback program. The shares will be issued on [Date], and the terms of the buyback program will be detailed in [Exhibit B].
Issuance of shares clause with provision for issuance of shares to settle outstanding debts
This version covers debt settlement.
[Party A] agrees to issue [Number] shares of common stock to [Creditor] as settlement for the outstanding debts owed by [Party A]. The shares will be issued on [Date], and the terms of the debt settlement will be governed by the debt agreement.
Issuance of shares clause with provision for issuance to a shareholder as part of dividend distribution
This version ties issuance to dividend distribution.
[Party A] agrees to issue [Number] shares of common stock to [Shareholder] as part of the annual dividend distribution. The shares will be issued on [Date], and the value of the dividend will be determined in accordance with the shareholder agreement.
Issuance of shares clause with provision for issuance to employees as part of employee stock ownership plan (ESOP)
This version addresses ESOP.
[Party A] agrees to issue [Number] shares of common stock to eligible employees as part of the Employee Stock Ownership Plan (ESOP). The shares will be issued on [Date], subject to the terms and conditions outlined in the ESOP agreement.
Issuance of shares clause with provision for issuance of shares in connection with licensing agreement
This version involves a licensing agreement.
[Party A] agrees to issue [Number] shares of common stock to [Licensee] in connection with the licensing of [intellectual property]. The shares will be issued on [Date], subject to the terms of the licensing agreement.
Issuance of shares clause with provision for issuance to a charitable organization
This version addresses a charitable donation.
[Party A] agrees to issue [Number] shares of common stock to [Charitable Organization] as part of the company’s philanthropic efforts. The shares will be issued on [Date], and the terms of the donation will be outlined in the donation agreement.
Issuance of shares clause with provision for issuance following the completion of a specified milestone
This version ties issuance to milestones.
[Party A] agrees to issue [Number] shares of common stock to [Party B] upon the successful completion of [specific milestone]. The shares will be issued on [Date], upon verification of the milestone achievement.
Issuance of shares clause with provision for issuance of shares as part of a merger agreement
This version covers a merger agreement.
[Party A] agrees to issue [Number] shares of common stock to [Party B] as part of the merger agreement between [Party A] and [Target Company]. The shares will be issued on [Date], and the terms of the merger will be finalized by that date.
Issuance of shares clause with provision for issuance to investors in exchange for convertible notes
This version addresses convertible notes.
[Party A] agrees to issue [Number] shares of common stock to [Investor] in exchange for the conversion of [Convertible Notes] issued to [Investor]. The shares will be issued on [Date], contingent upon the successful conversion of the notes.
Issuance of shares clause with provision for issuance as part of a stock swap agreement
This version involves a stock swap.
[Party A] agrees to issue [Number] shares of common stock to [Party B] as part of the stock swap agreement, whereby [Party B] will exchange [specified number] of their shares for the shares issued by [Party A]. The shares will be issued on [Date], subject to the completion of the stock swap.
Issuance of shares clause with provision for issuance based on market performance
This version ties issuance to market performance.
[Party A] agrees to issue [Number] shares of common stock to [Investor] based on the performance of [specific market metric], such as stock price or market capitalization. The shares will be issued on [Date], contingent upon meeting the agreed-upon performance benchmarks.
Issuance of shares clause with provision for issuance to non-resident investors
This version addresses non-resident investors.
[Party A] agrees to issue [Number] shares of common stock to [Non-Resident Investor] in accordance with the regulations for non-resident investments. The shares will be issued on [Date], and all necessary legal documentation will be completed in compliance with applicable laws.
Issuance of shares clause with provision for issuance in connection with an employee buyout
This version covers an employee buyout.
[Party A] agrees to issue [Number] shares of common stock to [Employee] as part of an employee buyout program. The shares will be issued on [Date], and the terms of the buyout will be governed by the employee buyout agreement.
Issuance of shares clause with provision for issuance upon finalization of a stockholder agreement
This version ties issuance to a stockholder agreement.
[Party A] agrees to issue [Number] shares of common stock to [Stockholder] upon finalizing the stockholder agreement. The shares will be issued on [Date], and the terms of the agreement shall be outlined in the stockholder agreement.
Issuance of shares clause with provision for issuance as part of a liquidation event
This version addresses a liquidation event.
[Party A] agrees to issue [Number] shares of common stock to [Party B] as part of the liquidation of [Party A]’s assets. The shares will be issued on [Date], contingent upon the successful completion of the liquidation event.
Issuance of shares clause with provision for issuance subject to conversion rights
This version includes conversion rights.
The shares issued under this Agreement are convertible into [type of stock] at the discretion of [Party B], with the conversion rights exercisable on or after [Date]. The shares will be issued on [Date], subject to the terms of the conversion agreement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.