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Convertible Equity Agreement Template for Netherlands

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Key Requirements PROMPT example:

Convertible Equity Agreement

"I need a Dutch law Convertible Equity Agreement for a €500,000 investment from a venture capital firm, with a valuation cap of €5 million and automatic conversion on a Series A round, to be completed by March 2025."

Document background
The Convertible Equity Agreement under Dutch law is primarily utilized in scenarios where companies seek investment while deferring complex equity valuations to a later stage. This document type has gained significant popularity in the Netherlands' startup ecosystem, offering a balanced approach between debt and equity financing. It provides investors with the right to convert their investment into equity shares upon specific triggering events, such as future funding rounds, exits, or agreed milestones. The agreement must comply with Dutch corporate law requirements, particularly regarding share issuance and transfer regulations. It typically includes detailed provisions on conversion mechanics, investor rights, information rights, and corporate governance aspects, all structured within the Dutch legal framework. This instrument is particularly valuable for scale-ups and innovative companies seeking growth capital while maintaining flexibility in their capital structure.
Suggested Sections

1. Parties: Identification of the company and investor(s), including registration details and addresses

2. Background: Context of the agreement, including company status and purpose of the investment

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Amount: Details of the investment amount and payment terms

5. Equity Rights: Nature and scope of equity rights granted before conversion

6. Conversion Mechanics: Terms and conditions for converting the investment into equity, including triggering events and conversion price calculation

7. Company Representations and Warranties: Company's statements about its legal status, financial condition, and business

8. Investor Representations and Warranties: Investor's statements about their capacity and authority to invest

9. Information Rights: Investor's rights to receive company information and financial reports

10. Pre-emptive Rights: Rights related to future funding rounds and share issuances

11. Transfer Restrictions: Limitations on transfer of rights under the agreement

12. Confidentiality: Obligations regarding confidential information

13. Termination: Circumstances under which the agreement can be terminated

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

15. Miscellaneous: Standard provisions including notices, amendments, and severability

Optional Sections

1. Anti-dilution Protection: Protection mechanisms against dilution in future funding rounds, optional for sophisticated investors

2. Board Participation Rights: Rights to appoint board observers or directors, included when negotiated by larger investors

3. Tag-along Rights: Right to join in sale of shares by other shareholders, included for minority investor protection

4. Drag-along Rights: Right to force other shareholders to join in a sale, included for majority investor protection

5. Foreign Investment Provisions: Special provisions required for foreign investors, including regulatory compliance

6. Tax Provisions: Specific tax-related provisions, included when tax implications are significant

7. Most Favored Nation Clause: Ensures investor gets best terms offered to future investors, optional for early-stage investments

Suggested Schedules

1. Schedule 1: Corporate Information: Details of company's share capital, shareholders, and corporate structure

2. Schedule 2: Conversion Terms: Detailed mechanics and formulae for conversion calculations

3. Schedule 3: Capitalization Table: Current and post-conversion cap table showing shareholding structure

4. Schedule 4: Investment Rights: Detailed description of all rights attached to the investment

5. Schedule 5: Warranties: Comprehensive list of company warranties

6. Appendix A: Form of Conversion Notice: Template for executing conversion rights

7. Appendix B: Shareholders' Resolution: Pro-forma shareholders' resolution approving the investment

8. Appendix C: Board Resolution: Pro-forma board resolution approving the investment

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Startups

Fintech

Biotechnology

Clean Energy

E-commerce

Software Development

Healthcare Technology

Digital Media

Manufacturing

Artificial Intelligence

Venture Capital

Private Equity

Professional Services

Real Estate Technology

Relevant Teams

Legal

Finance

Corporate Development

Investment

Executive Leadership

Corporate Governance

Treasury

Business Development

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Manager

Corporate Lawyer

Investment Director

Venture Capital Partner

Private Equity Manager

Corporate Development Director

General Counsel

Company Secretary

Finance Director

Startup Founder

Business Development Director

Legal Counsel

Investment Analyst

Portfolio Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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