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Equity Distribution Agreement
"I need an Equity Distribution Agreement for a private Austrian tech company planning to distribute up to €10 million in Series B preferred shares through multiple distributors, with special provisions for international distribution rights and technology sector-specific warranties."
1. Parties: Identification of all parties to the agreement including the company, distributors, and any other relevant parties
2. Background: Context of the agreement including company information, purpose of the distribution, and relevant corporate authorizations
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Appointment and Scope: Terms of appointment of the distributor and scope of distribution rights
5. Securities to be Distributed: Detailed description of the equity securities subject to the distribution
6. Distribution Terms: Core terms including pricing, allocation methods, and distribution period
7. Regulatory Compliance: Obligations regarding compliance with Austrian securities laws and regulations
8. Representations and Warranties: Standard and specific representations and warranties from all parties
9. Covenants: Ongoing obligations of the parties during the distribution period
10. Fees and Expenses: Compensation structure, commission rates, and allocation of expenses
11. Indemnification: Mutual indemnification provisions and liability limitations
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Confidentiality: Protection of confidential information and trade secrets
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate provisions including amendments, assignment, and severability
1. Lock-up Provisions: Include when there are restrictions on future sales of securities by certain shareholders
2. Market Making Obligations: Include for listed companies requiring ongoing market making services
3. Stabilization Provisions: Include for public offerings where price stabilization may be necessary
4. International Distribution: Include when distribution extends beyond Austria to address cross-border requirements
5. Registration Rights: Include when providing rights for future registration of securities
6. Electronic Distribution: Include when distribution involves electronic platforms or systems
7. Tax Matters: Include detailed tax provisions when distribution has significant tax implications
8. Force Majeure: Include specific force majeure provisions for market disruptions
1. Schedule 1 - Securities Description: Detailed description of the securities including class, rights, and restrictions
2. Schedule 2 - Pricing Mechanism: Detailed pricing methodology and adjustment mechanisms
3. Schedule 3 - Distribution Procedures: Step-by-step procedures for the distribution process
4. Schedule 4 - Required Approvals: List of required regulatory and corporate approvals
5. Schedule 5 - Form of Subscription Agreement: Template subscription agreement for investors
6. Schedule 6 - Due Diligence Checklist: List of required due diligence items
7. Appendix A - Corporate Authorizations: Copies of relevant board and shareholder resolutions
8. Appendix B - Regulatory Filings: Copies of required regulatory filings and approvals
9. Appendix C - Marketing Materials: Approved forms of marketing and promotional materials
Authors
Applicable Law
Austrian Securities Act
Business Day
Closing
Closing Date
Commission
Company
Confidential Information
Distribution Period
Distribution Price
Distributor
Due Diligence Materials
Effective Date
Equity Securities
EU Prospectus Regulation
Event of Default
Exchange Act
Financial Statements
Force Majeure Event
Governing Documents
Governmental Authority
Indemnified Parties
Intellectual Property Rights
Issuing Company
Lead Distributor
Material Adverse Effect
Maximum Distribution Amount
Minimum Distribution Amount
Offering Documents
Ordinary Shares
Parties
Placement Fee
Preferential Subscription Rights
Pricing Mechanism
Prospectus
Regulatory Approvals
Related Parties
Securities
Selling Restrictions
Subscription Agreement
Subscription Price
Subsidiary
Term
Territory
Trading Day
Transaction Documents
Transfer Agent
Vienna Stock Exchange
Working Capital
Authority and Capacity
Closing Conditions
Commission and Fees
Compliance
Confidentiality
Covenants
Definitions
Distribution Rights
Due Diligence
Force Majeure
General Provisions
Governing Law
Indemnification
Information Rights
Intellectual Property
Jurisdiction
Lock-up
Marketing and Promotion
Notices
Payment Terms
Pricing
Recitals
Registration Rights
Regulatory Compliance
Representations and Warranties
Securities Description
Selling Restrictions
Share Transfer
Subscription Rights
Term and Termination
Territory Rights
Trading Restrictions
Warranties
Financial Services
Banking
Investment Banking
Private Equity
Technology
Manufacturing
Real Estate
Healthcare
Energy
Infrastructure
Telecommunications
Consumer Goods
Professional Services
Media and Entertainment
Retail
Legal
Finance
Compliance
Corporate Development
Treasury
Risk Management
Corporate Governance
Investor Relations
Regulatory Affairs
Corporate Strategy
Capital Markets
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Investment Banking Director
Equity Capital Markets Director
Compliance Officer
Legal Counsel
Corporate Finance Manager
Investment Director
Distribution Manager
Risk Manager
Treasury Manager
Corporate Development Director
Board Member
Financial Controller
Regulatory Affairs Manager
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