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Equity Contribution Agreement
"I need an Equity Contribution Agreement for a tech startup receiving a €500,000 cash investment from a Belgian venture capital firm in exchange for 20% equity, with specific provisions for board representation and anti-dilution protection."
1. Parties: Identification of the contributing party/parties and the receiving company
2. Background: Context of the transaction, including company status and purpose of the contribution
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Contribution: Detailed description of the equity contribution (cash, assets, or both)
5. Contribution Value: Agreed value of the contribution and valuation methodology
6. Consideration: Details of shares or other securities to be issued in exchange for the contribution
7. Conditions Precedent: Conditions that must be satisfied before the contribution becomes effective
8. Completion Mechanics: Step-by-step process for executing the contribution
9. Representations and Warranties: Statements of fact and assurances from both parties
10. Contributor's Undertakings: Specific commitments and obligations of the contributing party
11. Company's Undertakings: Specific commitments and obligations of the receiving company
12. Tax Matters: Treatment of tax implications and responsibilities
13. Confidentiality: Provisions regarding confidential information
14. Notices: Communication procedures between parties
15. Governing Law and Jurisdiction: Specification of Belgian law application and jurisdiction
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Anti-dilution Protection: Protection mechanisms for the contributor against future dilution of their shareholding
2. Right of First Refusal: Provisions giving existing shareholders priority rights in future share issues
3. Tag-Along Rights: Rights allowing the contributor to join in any future sale of shares
4. Board Representation: Rights of the contributor to appoint board members, if applicable
5. Investment Protection: Additional protections for significant investors
6. Regulatory Compliance: Special provisions for regulated industries or listed companies
7. Employee Matters: Provisions related to employment agreements if the contribution involves a business transfer
8. Intellectual Property: Specific provisions if the contribution includes IP assets
1. Schedule 1 - Contributed Assets: Detailed inventory and description of assets being contributed
2. Schedule 2 - Valuation Report: Independent valuation report for non-cash contributions
3. Schedule 3 - Completion Documents: List of documents required for completion
4. Schedule 4 - Form of Board Resolutions: Template board resolutions approving the contribution
5. Schedule 5 - Shareholder Resolutions: Template shareholder resolutions if required
6. Schedule 6 - Updated Articles of Association: Revised articles reflecting the new capital structure
7. Schedule 7 - Share Certificate Template: Form of share certificates to be issued
8. Appendix A - Due Diligence Reports: Summary of due diligence findings if applicable
Authors
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration Shares
Contributed Assets
Contribution
Contribution Value
Contributors
CCA
Effective Date
Encumbrance
Equity Interest
Existing Shareholders
Financial Statements
Governmental Authority
Independent Expert
Issue Price
Long Stop Date
Material Adverse Change
New Shares
Notary
Parties
Receiving Company
Register of Shares
Related Parties
Relevant Securities
Share Capital
Shareholders
Shareholders' Meeting
Special Report
Subscription Price
Tax
Transaction Documents
Valuation Report
Working Day
Contribution
Valuation
Share Issuance
Conditions Precedent
Completion
Warranties and Representations
Undertakings
Anti-dilution
Pre-emptive Rights
Tag-along Rights
Drag-along Rights
Board Representation
Information Rights
Confidentiality
Non-competition
Tax
Costs
Assignment
Force Majeure
Termination
Notices
Amendments
Severability
Entire Agreement
Waiver
Further Assurance
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Technology
Real Estate
Manufacturing
Financial Services
Healthcare
Energy
Infrastructure
Professional Services
Retail
Telecommunications
Life Sciences
Media and Entertainment
Renewable Energy
Construction
Agriculture
Legal
Finance
Corporate Development
Treasury
Tax
Compliance
Corporate Secretariat
Investment
Strategy
Risk Management
Board Secretariat
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Manager
Corporate Secretary
Finance Director
Managing Director
Board Member
Compliance Officer
Tax Director
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Development Manager
Financial Controller
General Counsel
Transaction Advisory Manager
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