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Equity Commitment Agreement
"I need an Equity Commitment Agreement under Belgian law for a Series B investment round where a venture capital firm will commit €10 million to our technology startup, with the investment to be completed by March 2025, including standard venture capital provisions and anti-dilution protections."
1. Parties: Identification of the equity provider(s) and the recipient company
2. Background: Context of the transaction and purpose of the equity commitment
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Equity Commitment: Core provisions detailing the amount, form, and nature of the equity commitment
5. Conditions Precedent: Conditions that must be satisfied before the equity commitment becomes effective
6. Closing Mechanics: Process and timing for the provision of the equity funding
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing obligations of the parties until closing
9. Termination: Circumstances under which the agreement may be terminated
10. Confidentiality: Obligations regarding the protection of confidential information
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
1. Anti-dilution Protection: Optional provisions protecting the equity provider from dilution, used when there are multiple funding rounds anticipated
2. Tag-Along Rights: Rights of the equity provider to participate in future sales, included when requested by institutional investors
3. Step-In Rights: Rights of the equity provider to take control in certain circumstances, used in larger investments or where critical to the investor's security
4. Regulatory Compliance: Specific provisions addressing regulatory requirements, included when the investment triggers regulatory oversight
5. Tax Provisions: Specific tax-related provisions, included when there are complex tax implications
6. Security: Additional security arrangements, included when the equity commitment is secured against assets
1. Schedule 1 - Form of Subscription Agreement: Template agreement for the actual equity subscription
2. Schedule 2 - Conditions Precedent Documents: List of required documents and confirmations needed before closing
3. Schedule 3 - Closing Requirements: Detailed checklist of actions and documents required at closing
4. Schedule 4 - Form of Shareholders Agreement: Draft or terms of the shareholders agreement to be entered into
5. Schedule 5 - Corporate Structure: Current and post-investment corporate structure diagrams
6. Schedule 6 - Warranties: Detailed list of representations and warranties
7. Appendix A - Notice Details: Contact information and addresses for formal notices
Authors
Agreement
Business Day
Closing
Closing Date
Commitment Amount
Commitment Period
Companies Code
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Default
Effective Date
Encumbrance
Equity Securities
Event of Default
Exercise Notice
Existing Shareholders
Financial Year
Force Majeure
Governmental Authority
Group
Holding Company
Investment
Investment Period
Investor
Material Adverse Change
Material Adverse Effect
New Shares
Notice
Parties
Permitted Transferee
Person
Regulatory Approvals
Related Party
Relevant Securities
Representatives
Security Interest
Share Capital
Shareholders
Shareholders' Agreement
Shares
Signing Date
Subscription Agreement
Subscription Price
Subsidiary
Target Company
Transaction
Transaction Documents
Warranties
Working Day
Interpretation
Equity Commitment
Investment Structure
Conditions Precedent
Representations and Warranties
Covenants
Closing Conditions
Payment Terms
Share Issuance
Anti-dilution
Tag-along Rights
Drag-along Rights
Pre-emptive Rights
Transfer Restrictions
Regulatory Compliance
Information Rights
Board Representation
Confidentiality
Non-competition
Non-solicitation
Force Majeure
Termination
Default
Remedies
Indemnification
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Costs and Expenses
Tax Matters
Governing Law
Dispute Resolution
Language
Financial Services
Technology
Real Estate
Manufacturing
Healthcare
Energy
Infrastructure
Telecommunications
Retail
Professional Services
Life Sciences
Clean Technology
Agriculture
Entertainment
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Risk Management
Compliance
Treasury
Tax
Company Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Director
Private Equity Partner
M&A Director
Financial Controller
Corporate Secretary
Investment Manager
Legal Counsel
Transaction Manager
Risk Manager
Compliance Officer
Board Member
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