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Business Equity Agreement
"I need a Business Equity Agreement for the sale of 30% shareholding in my technology company to a venture capital firm, with completion planned for March 2025, including standard drag-along and tag-along rights."
1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, current ownership structure, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Transaction Structure: Details of the equity transaction, including number of shares/interest being transferred or issued
5. Purchase Price and Payment Terms: Consideration for the equity, payment structure, and timing of payments
6. Conditions Precedent: Conditions that must be fulfilled before the agreement becomes effective
7. Completion and Timing: Steps to be taken at completion and timeline for the transaction
8. Warranties and Representations: Standard warranties about the business, shares, and authority to enter into the agreement
9. Share Rights and Restrictions: Rights attached to shares/equity and any restrictions on transfer
10. Corporate Governance: Management structure, board composition, and voting rights
11. Dispute Resolution: Procedures for handling disputes between parties
12. General Provisions: Standard clauses including notices, governing law, and entire agreement provisions
1. BEE Compliance: Specific provisions relating to Black Economic Empowerment requirements and compliance
2. Tag-Along and Drag-Along Rights: Rights of minority shareholders to join in sales or be forced to sell in certain circumstances
3. Pre-emptive Rights: Rights of existing shareholders to purchase shares before they can be offered to third parties
4. Exchange Control Provisions: Required when foreign investors are involved, dealing with Reserve Bank requirements
5. Anti-dilution Protection: Protections against dilution of shareholding in future share issues
6. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
7. Management Provisions: Detailed management arrangements if incoming shareholder will have management rights
8. Dividend Policy: Specific arrangements regarding distribution of profits
9. Non-competition and Confidentiality: Restrictions on competitive activities and protection of confidential information
1. Share Capital Structure: Detailed breakdown of current and post-transaction shareholding
2. Disclosure Schedule: Exceptions and qualifications to warranties and representations
3. Company Information: Key company details including directors, financial statements, and material contracts
4. Completion Obligations: Detailed list of actions and documents required for completion
5. Required Consents: List of third-party and regulatory consents required
6. BEE Certificate: Current BEE status and certification details
7. Management Structure: Organizational chart and management responsibilities
8. Calculation of Purchase Price: Detailed methodology for calculating the purchase price if complex
9. Form of Shareholders Agreement: Draft of new shareholders agreement if required
Authors
Financial Services
Technology
Manufacturing
Mining
Retail
Professional Services
Agriculture
Healthcare
Real Estate
Construction
Energy
Telecommunications
Transportation
Education
Media and Entertainment
Legal
Corporate Finance
Executive Management
Compliance
Corporate Secretariat
Risk Management
Mergers & Acquisitions
Investment
Treasury
Tax
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Investment Manager
Business Development Director
Company Secretary
Financial Director
Compliance Officer
Corporate Finance Manager
Mergers & Acquisitions Director
Board Member
Shareholder Relations Manager
BEE Compliance Officer
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