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Equity Participation Agreement
"I need an Equity Participation Agreement under Dutch law for a €5 million investment in exchange for a 25% stake in our technology company, with specific provisions for anti-dilution protection and board representation rights for the new investor."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investor(s)
2. Background: Context of the transaction, including company history and purpose of the investment
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Investment and Share Subscription: Details of the investment amount, number and class of shares being issued, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the investment
6. Warranties and Representations: Statements of fact and assurances from the company and existing shareholders
7. Corporate Governance: Board composition, management structure, and decision-making processes
8. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges
9. Transfer Restrictions: Limitations on share transfers and processes for permitted transfers
10. Exit Provisions: Mechanisms for future sale, IPO, or other exit scenarios
11. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and governing law
1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stake
2. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in a sale
3. Employee Share Participation: Include when the agreement involves employee stock ownership plans
4. Preferred Shareholder Rights: Include when issuing preferred shares with special rights
5. Strategic Collaboration: Include when the investment includes strategic partnership elements
6. Non-Competition and Non-Solicitation: Include when shareholders need to be restricted from competing activities
7. Intellectual Property Rights: Include when IP ownership and rights need specific attention
8. Put and Call Options: Include when parties want specific share purchase rights or obligations
1. Schedule 1: Share Capital Structure: Detailed breakdown of company's share capital before and after investment
2. Schedule 2: Warranties: Comprehensive list of company and shareholder warranties
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or investor consent
4. Schedule 4: Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5: Articles of Association: New or amended articles of association reflecting the investment
6. Schedule 6: Business Plan: Company's business plan and financial projections
7. Schedule 7: Key Performance Indicators: Specific performance metrics and targets
8. Appendix A: Deed of Adherence: Template for future shareholders to join the agreement
9. Appendix B: Board Regulations: Detailed procedures for board operations and governance
10. Appendix C: Share Transfer Forms: Template documentation for share transfers
Authors
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Energy
Retail
Professional Services
Media and Entertainment
Biotechnology
Agriculture
Infrastructure
Telecommunications
Consumer Goods
Transportation and Logistics
Legal
Finance
Corporate Development
Executive Leadership
Investor Relations
Compliance
Business Development
Strategy
Corporate Secretariat
Mergers & Acquisitions
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Private Equity Director
Venture Capital Partner
Corporate Development Manager
Finance Director
Business Development Director
Company Secretary
Board Member
Compliance Officer
Investment Banker
Strategy Director
M&A Manager
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