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Private Equity Agreement
1. Parties: Identification of all parties to the agreement including the PE firm, target company, selling shareholders, and any other relevant parties
2. Background: Context of the transaction, including brief description of the target company and investment rationale
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Investment Structure: Details of the investment including share classes, ownership percentages, and capital structure
5. Purchase Price and Payment Terms: Specification of consideration, payment mechanics, and any earn-out or adjustment provisions
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the investment
7. Completion Mechanics: Step-by-step process for closing the transaction
8. Warranties and Representations: Statements of fact and assurances from sellers and the target company
9. Corporate Governance: Board composition, voting rights, and management structure post-investment
10. Reserved Matters: Decisions requiring investor consent or special majority approval
11. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
12. Exit Provisions: Mechanisms for future sale or IPO, including drag-along and tag-along rights
13. Confidentiality: Protection of confidential information and trade secrets
14. Governing Law and Jurisdiction: Specification of Danish law application and dispute resolution mechanisms
1. Management Incentive Plan: Terms of management equity participation and incentive schemes, included when management will hold equity
2. Anti-dilution Protection: Provisions protecting investor stake from dilution, included in minority investment scenarios
3. Environmental, Social and Governance (ESG): ESG requirements and reporting obligations, included when investors have specific ESG policies
4. Intellectual Property Rights: Detailed IP provisions, included when IP is crucial to the target business
5. Non-Competition and Non-Solicitation: Restrictions on competitive activities, included when sellers remain active in the industry
6. Earn-out Provisions: Detailed terms for additional payments based on performance, included when deal includes contingent consideration
7. Founder/Key Person Provisions: Special terms relating to key individuals, included when their continued involvement is crucial
1. Warranties: Detailed list of warranties given by sellers and company
2. Company Information: Details of target company including corporate structure, subsidiaries, and share capital
3. Properties: List of real estate and material leases
4. Intellectual Property: Schedule of IP rights owned or licensed by the company
5. Material Contracts: List of key commercial agreements
6. Employee Information: Details of key employees and employment terms
7. Completion Requirements: Detailed closing checklist and required deliverables
8. Form of Management Service Agreement: Template agreement for management services
9. Articles of Association: New articles of association to be adopted at completion
10. Shareholders' Agreement: Detailed governance and shareholder rights agreement
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