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Equity Participation Agreement
"I need an Equity Participation Agreement under Belgian law for a tech startup where a venture capital firm is investing €2 million for a 25% stake, with specific provisions for board representation and anti-dilution protection."
1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, including description of the company, purpose of the investment, and current shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Purchase: Details of the equity participation, including number of shares, price, and class of shares
5. Consideration: Payment terms, method, and timing of the investment
6. Completion: Conditions precedent, completion mechanics, and timing of the investment
7. Representations and Warranties: Standard representations and warranties from both the company and the investor
8. Company Covenants: Ongoing obligations of the company post-investment
9. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges
10. Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along rights
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-dilution Protection: Protection mechanisms for maintaining the investor's percentage ownership, used when dealing with sophisticated investors
2. Board Representation: Rights of the investor to appoint board members, relevant for significant equity participations
3. Drag-along Rights: Rights forcing minority shareholders to join in the sale of the company, important for exit scenarios
4. Employee Matters: Specific provisions related to employee equity participation, needed when involving employee stock ownership
5. Information Rights: Specific reporting and information access rights, important for minority investors
6. Non-competition: Restrictions on competitive activities, relevant when investors might have competing interests
7. Strategic Cooperation: Terms of business cooperation between investor and company, relevant for strategic investors
8. Exit Rights: Specific provisions regarding IPO or sale scenarios, important for venture capital investments
1. Schedule 1 - Company Information: Detailed company information including corporate structure, subsidiaries, and material contracts
2. Schedule 2 - Capitalization Table: Current and post-investment share capital structure
3. Schedule 3 - Warranties: Detailed warranties given by the company and existing shareholders
4. Schedule 4 - Completion Requirements: Detailed list of completion deliverables and requirements
5. Schedule 5 - Reserved Matters: List of decisions requiring investor consent
6. Schedule 6 - Form of Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7 - Financial Statements: Recent financial statements and projections
8. Schedule 8 - Intellectual Property: List of company's intellectual property rights and registrations
Authors
Agreement
Articles of Association
Board
Business Day
Business Plan
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Control
Deed of Adherence
Effective Date
Encumbrance
Event of Default
Exercise Period
Exit Event
Fair Market Value
Financial Year
General Meeting
Group
Investment Amount
Investor
IPO
Material Adverse Change
New Securities
Ordinary Shares
Parties
Preference Shares
Pre-emption Rights
Purchase Price
Qualified IPO
Related Party
Reserved Matters
Share Capital
Shareholder
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tag-along Right
Transfer
Valuation
Warranties
Share Purchase
Consideration
Conditions Precedent
Completion
Representations and Warranties
Pre-completion Obligations
Post-completion Obligations
Share Transfer Restrictions
Tag-along Rights
Drag-along Rights
Anti-dilution
Pre-emption Rights
Board Appointment Rights
Voting Rights
Dividend Rights
Information Rights
Reserved Matters
Non-competition
Non-solicitation
Confidentiality
Intellectual Property
Indemnification
Exit Rights
Default
Force Majeure
Termination
Assignment
Notices
Costs
Entire Agreement
Severability
Amendments
Governing Law
Jurisdiction
Dispute Resolution
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Energy
Retail
Professional Services
Telecommunications
Life Sciences
Consumer Goods
Infrastructure
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Compliance
Executive Leadership
Business Development
Corporate Secretariat
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Financial Director
Corporate Secretary
Business Development Director
Merger & Acquisition Manager
Investment Banker
Private Equity Manager
Venture Capital Partner
Legal Counsel
Compliance Officer
Corporate Development Manager
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