22 NEWSLETTER 2021 second threshold, defined as the basket, is exceeded.6 On the other hand, an upper limit can also be determined, so that the founders will not indemnify the damages claims of the investor exceeding the investment amount or a certain percentage of it. The scope of time and monetary limitations varies according to the subject of the breached representation and warranty, the size of the investment and the negotiation power of the parties. Conclusion Share subscription agreements set forth the terms and conditions for an investor to participate in a capital increase through share subscription and become a shareholder in a company. In order for an investor to become a shareholder in the company, a closing general assembly meeting regarding the capital increase is held by the company and the newly issued shares are subscribed by the investor. Detailed information on when and how the closing general assembly for the capital increase will be held is designated in the agreement. Holding the closing general assembly meeting may be stipulated as subject to the fulfillment of certain conditions defined as closing conditions. Closing conditions are determined for each investment, especially by considering the results of the due diligence. Representations and warranties that determine the qualifications of the invested company are among the indispensable provisions of the share subscription agreement. The scope of the representations and warranties and the indemnification to be claimed by the investor in case of their violation is determined according to the negotiation power of the parties by considering the characteristics of each investment. 6 Esin, p.203.
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