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Standby Equity Distribution Agreement
"Need a Standby Equity Distribution Agreement for our NASDAQ-listed biotech company to establish a $50 million equity line facility with Goldman Sachs, with quarterly draw-down rights and a 24-month commitment period starting March 1, 2025."
1. Parties: Identification of the company and the investor(s)
2. Background: Context of the agreement and basic premises
3. Definitions: Key terms used throughout the agreement
4. Commitment: Terms of the equity commitment, including size and duration
5. Draw Down Terms: Procedures and conditions for requesting equity investments
6. Pricing Mechanism: Formula for determining share price for each draw down
7. Conditions Precedent: Conditions that must be met before draws can be made
8. Representations and Warranties: Standard assurances from both parties
9. Covenants: Ongoing obligations of the parties
10. Term and Termination: Duration and termination provisions
1. Registration Rights: Rights to register shares for resale - include when investor requires ability to freely resell shares
2. Placement Agent Provisions: Terms relating to any placement agent involvement - include when a placement agent is involved in the transaction
3. Market Making Provisions: Provisions regarding market making activities - include when party will engage in market making
1. Form of Draw Down Notice: Standard form for requesting draws under the facility
2. Pricing Calculation Examples: Illustrative examples of how pricing mechanism works
3. Disclosure Schedule: Exceptions to representations and warranties
4. Form of Compliance Certificate: Template for periodic compliance certification
5. Required Approvals: List of required regulatory and corporate approvals
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