In New York, a shareholder and corporation agreement refers to a legally binding contract between the shareholders and the corporation that outlines the rights, responsibilities, and obligations of both parties. This agreement governs important aspects of the corporation's operations, including the issuance of additional stock to raise capital. When a corporation decides to raise capital by issuing additional stock to a third party, it must adhere to the provisions outlined in the shareholder and corporation agreement. The agreement typically includes relevant clauses and keywords that pertain to this process, such as "capital raise," "stock issuance," "third-party investor," and "share dilution." There are different types of New York shareholder and corporation agreements that may address the issuance of additional stock to raise capital. Some common types include: 1. Stock Purchase Agreement: This agreement outlines the terms and conditions under which a third-party investor agrees to purchase a specific number of shares of the corporation's stock. It includes details such as the purchase price, payment terms, and any associated rights or restrictions. 2. Subscription Agreement: This document is used when a potential investor expresses interest in purchasing shares before they are issued. It sets out the investor's intention to subscribe to the forthcoming stock issuance, including the number of shares, the price, and any additional terms. 3. Voting Agreement: In some cases, shareholders may enter into a voting agreement that addresses the process of approving the issuance of additional stock to raise capital. This agreement outlines how shareholders' voting rights will be utilized and any thresholds that need to be met for the issuance to proceed. 4. Right of First Refusal Agreement: This agreement grants existing shareholders the right to purchase additional shares before they are offered to external investors. It ensures that current shareholders have the opportunity to maintain their proportional ownership in the corporation. 5. Shareholder Consent Agreement: This agreement is used when the issuance of additional stock requires the approval of the corporation's shareholders. It outlines the terms and conditions under which the shareholders provide their consent, including any specific majority or super majority voting requirements. These different types of agreements serve as essential tools for corporations to successfully navigate the process of issuing additional stock to raise capital. Each agreement serves a specific purpose and ensures that the rights and interests of both the corporation and its shareholders are protected.