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Equity Participation Agreement
"Need an Equity Participation Agreement for a tech startup where a venture capital firm is acquiring 25% ownership with board representation rights and anti-dilution protection, including specific performance targets to be met by March 2025."
1. Parties: Identification of all parties to the agreement including the company and incoming shareholders
2. Background: Context of the agreement, current company structure, and purpose of the equity participation
3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement
4. Subscription for Shares: Details of shares being issued/transferred, including number, class, and price
5. Completion: Conditions precedent, completion mechanics, and timing of the share subscription
6. Payment Terms: Payment schedule, method, and consequences of non-payment
7. Warranties and Representations: Standard warranties from both company and subscriber regarding capacity, authority, and accuracy of information
8. Shareholders' Rights and Obligations: Voting rights, dividend rights, and other fundamental shareholder entitlements
9. Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
10. Confidentiality: Protection of confidential information and trade secrets
11. Dispute Resolution: Process for resolving disputes between parties
12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Board Representation: Rights to appoint directors - include when investor is taking a significant stake
2. Tag-Along and Drag-Along Rights: Include for minority protection and exit mechanisms when dealing with significant shareholders
3. Anti-Dilution Protection: Include when investors require protection against future dilutive share issues
4. Information Rights: Special rights to company information - include for significant investors or when required by regulations
5. Vesting Provisions: Include when shares are issued as part of employee equity participation
6. Put and Call Options: Include when parties want specific exit mechanisms
7. Performance Targets: Include when share allocation is linked to achievement of specific milestones
8. Foreign Investment Conditions: Include when foreign investment approval is required
1. Share Capital Structure: Details of existing and post-completion share capital structure
2. Form of Share Certificate: Template for share certificates to be issued
3. Deed of Accession: Template for new shareholders to agree to terms of existing shareholders agreement
4. Company Constitution: Current constitution of the company
5. Completion Checklist: List of documents and actions required for completion
6. Warranties: Detailed warranties given by the company and/or selling shareholders
7. Key Performance Indicators: Detailed performance metrics if applicable
8. FIRB Conditions: Foreign Investment Review Board conditions if applicable
Authors
Technology and Software
Financial Services
Professional Services
Manufacturing
Healthcare
Real Estate
Retail
Mining and Resources
Agriculture
Education
Construction
Energy
Transportation and Logistics
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Executive Leadership
Investment
Company Secretariat
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Company Secretary
Business Development Director
Venture Capital Partner
Private Equity Manager
Corporate Finance Manager
Mergers & Acquisitions Director
Legal Counsel
Investment Banker
Corporate Development Manager
Finance Director
Compliance Officer
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