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Equity Financing Agreement
"I need a Swiss-law Equity Financing Agreement for a Series A investment of CHF 5 million in my biotech startup, with preferred shares and standard anti-dilution provisions, to be completed by March 2025."
1. Parties: Identification of the company, investor(s), and any other relevant parties to the agreement
2. Background: Context of the transaction, including company status and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Amount and Shares: Details of the investment amount and number/class of shares to be issued
5. Subscription and Payment Terms: Terms and process for share subscription and payment
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion Mechanics: Step-by-step process for closing the transaction
8. Representations and Warranties: Statements of fact and assurances from the company and founders
9. Investor Rights: Special rights granted to investors, including information and voting rights
10. Transfer Restrictions: Limitations on the transfer of shares and pre-emptive rights
11. Corporate Governance: Board composition, voting rights, and decision-making processes
12. Confidentiality: Provisions regarding confidential information
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
1. Anti-dilution Protection: Protection for investors against future down rounds, used in more sophisticated investments
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, typically included for minority investor protection
3. Drag-Along Rights: Right to force other shareholders to join in a sale, included when exit possibilities are important
4. Liquidation Preference: Preferential rights in case of liquidation, typically included for preferred share investments
5. Registration Rights: Rights related to future IPO registration, included when public listing is contemplated
6. Non-Competition and Non-Solicitation: Restrictions on competitive activities, included when founders' commitments are crucial
7. Founder Vesting: Vesting schedule for founders' shares, included in early-stage investments
8. Environmental, Social and Governance (ESG): ESG-related obligations, included when relevant to investor's mandate
1. Cap Table: Current and post-investment shareholding structure
2. Warranties: Detailed warranties given by the company and founders
3. Company Information: Key corporate information including registration details and licenses
4. Intellectual Property Rights: List of company's IP assets and rights
5. Material Contracts: List of important contracts and commitments
6. Completion Requirements: Detailed list of documents and actions required for completion
7. Board Resolutions: Form of board resolutions required for completion
8. Shareholders' Resolution: Form of shareholders' resolution for capital increase
9. Articles of Association: New articles of association to be adopted at completion
10. Management Accounts: Recent financial statements and management accounts
Authors
Technology
Biotechnology
Financial Services
Healthcare
Manufacturing
Clean Energy
Real Estate
E-commerce
Software
Telecommunications
Life Sciences
Consumer Goods
Professional Services
Industrial Technology
Agriculture Technology
Legal
Finance
Corporate Development
Executive Leadership
Investment
Compliance
Corporate Secretariat
Business Development
Risk Management
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Private Equity Director
Company Secretary
Chief Legal Officer
Corporate Development Director
Board Member
Investment Analyst
Managing Partner
Finance Director
Compliance Officer
Business Development Director
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