The Standby Equity Distribution Agreement (SEDA) serves as a strategic financing tool for Canadian public companies seeking flexible access to capital markets. This agreement type is particularly valuable for companies requiring periodic funding injections without the complexity and cost of traditional equity offerings. The document structure reflects Canadian securities regulations, including provincial Securities Acts and TSX/TSXV requirements, while incorporating necessary corporate law elements from the Canada Business Corporations Act or provincial equivalents. It establishes a framework where companies can draw down funds by issuing shares at a discount to market price, typically based on the volume-weighted average price (VWAP). The agreement includes comprehensive provisions addressing regulatory compliance, disclosure obligations, and shareholder approval requirements specific to Canadian markets.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the company and the investor/investment entity
2. Background: Context of the agreement, including company's listing status and purpose of the facility
3. Definitions: Key terms used throughout the agreement, including financial and technical definitions
4. Facility Amount and Term: Total commitment amount, term of the facility, and any extension provisions
5. Drawdown Mechanics: Process for requesting advances, timing, and delivery of drawdown notices
6. Pricing Mechanism: Formula for determining share issue price, typically based on VWAP with specified discount
7. Conditions Precedent: Requirements to be met before facility becomes effective and for each drawdown
8. Company Representations and Warranties: Standard and specific representations regarding company status, authorization, and compliance
9. Investor Representations and Warranties: Representations regarding investor's status, authority, and investment intent
10. Company Covenants: Ongoing obligations including maintaining listings, authorizations, and regulatory compliance
11. Share Issuance Provisions: Mechanics for issuing shares, including timing and delivery requirements
12. Regulatory Compliance: Requirements for securities law compliance and exchange rules
13. Events of Default: Circumstances allowing termination or suspension of facility
14. Termination Rights: Grounds for termination by either party and consequences
15. Fees and Costs: Commitment fees, transaction fees, and cost allocation
16. Confidentiality: Protection of confidential information and announcements
17. Notice Provisions: Methods and requirements for formal communications
18. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Market Making Provisions: Required if investor will provide market making services
2. Blackout Periods: Include if company needs ability to suspend drawdowns during sensitive periods
3. Security Provisions: Include if any security or collateral is required
4. Technical Trading Parameters: Include if specific trading restrictions or parameters apply
5. Broker/Agent Provisions: Required if a broker or agent is involved in the arrangement
6. Registration Rights: Include if US investors involved or US registration might be required
7. Alternative Pricing Mechanisms: Include if multiple pricing options are available
8. Share Lending Facility: Include if share lending is part of the arrangement
1. Form of Drawdown Notice: Standard form for company to request advances under the facility
2. Pricing Examples: Detailed examples showing how share price calculations work
3. Conditions Precedent Documents: List of required documentation for initial closing
4. Company Authorization Certificate: Form of corporate authorization certificate
5. Compliance Certificate: Form of certificate confirming compliance with conditions
6. Reserved Share Authorization: Board and shareholder resolutions authorizing share reserve
7. Form of Legal Opinions: Required forms of legal opinions
8. Calculation of Fees: Detailed breakdown of fee calculations and examples
Find the exact document you need
Business Equity Agreement
A Canadian-law governed agreement establishing terms for business equity investment, including share allocation, ownership rights, and governance structure.
Download
Private Equity Management Agreement
A Canadian-law governed agreement establishing the terms and conditions for managing a private equity fund, including management responsibilities, fees, and regulatory compliance requirements.
Download
Equity Compensation Agreement
A Canadian-law governed agreement establishing terms for granting equity-based compensation to employees or other eligible participants, compliant with federal and provincial regulations.
Download
Simple Agreement For Equity
A Canadian-law governed agreement providing investors with rights to future equity in a company upon specific triggering events, commonly used in startup funding.
Download
Equity Linked Agreement
A Canadian-law governed agreement establishing terms for an investment product linked to equity performance, including calculation methods and regulatory compliance requirements.
Download
Co Founder Equity Agreement
A Canadian law-governed agreement establishing equity distribution and rights between company co-founders, including share allocation, vesting, and mutual obligations.
Download
Founder Equity Agreement
A Canadian-law governed agreement establishing equity distribution and rights between company founders, including share allocation, vesting, and founder obligations.
Download
Startup Employee Equity Agreement
A Canadian law-governed agreement outlining the terms of equity compensation granted by a startup to an employee, including shares/options, vesting, and related rights and obligations.
Download
Equity Split Agreement
A Canadian-law governed agreement that establishes the distribution and management of company ownership, including share allocation, vesting schedules, and shareholder rights.
Download
Private Equity Finder's Fee Agreement
A Canadian agreement governing finder's fee arrangements in private equity transactions, establishing terms for compensation and services while ensuring regulatory compliance.
Download
Convertible Loan Agreement Startup
A Canadian-law governed agreement for a loan that converts to equity in a startup under specified conditions, combining debt and potential equity investment features.
Download
Sweat Equity Agreement
A Canadian legal agreement governing the exchange of services for company equity, including terms for vesting, IP rights, and shareholder provisions.
Download
Equity Share Contract
A Canadian-law governed agreement establishing terms for corporate share ownership, transfer, and shareholder rights.
Download
Equity Incentive Agreement
A Canadian-law governed agreement establishing terms for granting equity-based compensation to employees or other eligible participants, including vesting conditions and regulatory compliance requirements.
Download
Equity Release Agreement
A Canadian-law governed agreement enabling property owners to access their property's equity while retaining ownership and residence rights, subject to federal and provincial regulations.
Download
Phantom Equity Agreement
A Canadian-law governed agreement establishing phantom equity compensation arrangements, providing economic benefits similar to share ownership without actual share transfer.
Download
Standby Equity Distribution Agreement
A Canadian-law governed agreement enabling listed companies to obtain equity financing through scheduled share issuances to investors at predetermined pricing mechanisms.
Download
Equity Participation Agreement
A Canadian legal agreement governing the acquisition of ownership interest in a company, detailing investment terms and shareholder rights under Canadian law.
Download
Private Equity Subscription Agreement
A Canadian-law governed agreement documenting the terms and conditions for private equity investment in a company through the subscription of shares or other securities.
Download
Equity Contribution Agreement
A Canadian law-governed agreement detailing the terms of capital contribution to a company in exchange for equity ownership, including investment terms and resulting rights.
Download
Equity Buyback Agreement
A Canadian-law agreement documenting the repurchase of shares by a corporation from its shareholders, including terms, conditions, and regulatory compliance requirements.
Download
Employee Stock Options Agreement
A Canadian legal agreement granting employees the right to purchase company shares at a set price, structured to comply with Canadian securities and tax regulations.
Download
Equity Interest Purchase Agreement
A Canadian law-governed agreement documenting the terms and conditions for the purchase and sale of equity interests in a company, including price, warranties, and closing conditions.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it