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Capital Raising Agreement
"I need a Capital Raising Agreement under German law for a Series B investment round of €10 million in my technology startup, with provisions for multiple international investors and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of the contracting parties including the company raising capital and the investor(s)
2. Background: Context of the capital raising, company status, and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Amount and Terms: Specific details of the investment amount, valuation, and type of securities being issued
5. Subscription Process: Mechanics and procedures for executing the investment
6. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
7. Representations and Warranties: Statements of fact and assurances from both the company and investors
8. Covenants: Ongoing obligations of the parties during and after the investment
9. Closing Mechanics: Detailed process for completing the investment transaction
10. Information Rights: Investor rights regarding company information and reporting
11. Regulatory Compliance: Compliance with German and EU securities laws and regulations
12. Confidentiality: Protection of confidential information exchanged during the process
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Used when investors require the right to join in any sale of shares by major shareholders
2. Drag-Along Rights: Included when majority shareholders want the right to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Added when investors require protection against future down rounds
4. Board Representation: Included when investors are granted rights to appoint board members
5. Preference Rights: Used for preferred shares offerings with specific rights and preferences
6. Conversion Rights: Included for convertible instruments or preferred shares with conversion features
7. Pre-emptive Rights: Added when existing investors are granted rights to participate in future funding rounds
8. Exit Rights: Used when specific exit mechanisms or IPO rights are granted to investors
1. Corporate Information: Detailed company information including corporate structure and capitalization table
2. Investment Terms Sheet: Summary of key investment terms and conditions
3. Form of Subscription Notice: Template for formal subscription of shares/securities
4. Due Diligence Summary: Summary of completed due diligence findings
5. Corporate Resolutions: Copies of relevant board and shareholder resolutions
6. KYC Requirements: Required documentation for anti-money laundering compliance
7. Financial Statements: Recent financial statements and projections
8. Disclosure Schedule: Detailed disclosures relating to warranties and representations
9. Shareholder Rights: Detailed description of shareholder rights and obligations
10. Form of Share Certificate: Template for share certificates to be issued
Authors
Technology
Manufacturing
Healthcare
Real Estate
Financial Services
Renewable Energy
E-commerce
Biotechnology
Infrastructure
Transportation
Consumer Goods
Professional Services
Media and Entertainment
Telecommunications
Clean Technology
Legal
Finance
Corporate Development
Treasury
Compliance
Corporate Secretariat
Investment Relations
Risk Management
Executive Leadership
Board of Directors
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Finance Manager
Legal Counsel
Investment Manager
Corporate Secretary
Finance Director
Venture Capital Partner
Private Equity Manager
Corporate Development Director
Treasury Manager
Compliance Officer
Board Member
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