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Equity Financing Agreement
"I need an Equity Financing Agreement for a Series A investment of €5 million in my Irish technology startup, with the lead investor requiring a board seat and standard anti-dilution protections, targeted for completion by March 2025."
1. Parties: Identification of the company, investors, and any other relevant parties to the agreement
2. Background: Context of the investment, including company status and purpose of the investment
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Investment Terms: Details of the investment amount, share price, and number of shares being issued
5. Subscription and Issuance: Mechanics of the share subscription and issuance process
6. Conditions Precedent: Conditions that must be satisfied before completion of the investment
7. Completion Mechanics: Steps and requirements for closing the investment
8. Warranties and Representations: Company and investor warranties and representations
9. Investor Rights: Key rights granted to investors including information rights and pre-emption rights
10. Transfer Restrictions: Limitations on share transfers and required procedures
11. Drag and Tag Rights: Provisions for drag-along and tag-along rights in future sales
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Anti-dilution Protection: Protection for investors against future down-rounds, used in larger or more sophisticated investments
2. Board Appointment Rights: Rights of investors to appoint directors, included when board seats are part of the investment
3. Preference Rights: Special rights attached to preference shares, used when issuing preferred stock
4. Future Funding Rounds: Provisions regarding future investment rounds, included in earlier-stage investments
5. Founder Commitments: Specific obligations of founders, included when founders remain key to the business
6. Industry-Specific Provisions: Additional provisions required for regulated industries or specific sectors
7. Environmental, Social and Governance (ESG): ESG-related provisions, increasingly common in modern investment agreements
1. Schedule 1 - Company Information: Detailed corporate information including share capital structure and subsidiaries
2. Schedule 2 - Warranties: Detailed warranties given by the company and/or founders
3. Schedule 3 - Completion Requirements: Detailed list of completion deliverables and requirements
4. Schedule 4 - New Articles of Association: Form of new articles of association to be adopted
5. Schedule 5 - Disclosure Letter: Exceptions and qualifications to the warranties
6. Schedule 6 - Share Cap Table: Pre and post-investment share capital structure
7. Schedule 7 - Board Resolutions: Form of board resolutions required for completion
8. Schedule 8 - Shareholder Resolutions: Form of shareholder resolutions required for completion
9. Schedule 9 - Management Accounts: Recent financial information of the company
Authors
Technology
Financial Services
Biotechnology
Healthcare
Renewable Energy
E-commerce
Software Development
Manufacturing
Professional Services
Real Estate
Media and Entertainment
Clean Technology
Agriculture Technology
Medical Devices
Telecommunications
Legal
Finance
Corporate Development
Executive Leadership
Investment
Compliance
Corporate Secretariat
Risk Management
Business Development
Board of Directors
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Private Equity Director
Company Secretary
Finance Director
Corporate Development Manager
Investment Analyst
Legal Counsel
Compliance Officer
Board Director
Managing Director
Investment Director
Portfolio Manager
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