The Private Equity Subscription Agreement is a crucial document used in Danish private equity transactions when an investor seeks to acquire shares in a target company through a new share issuance. This agreement is essential for documenting the terms of the investment, ensuring compliance with Danish corporate and securities laws, and establishing the rights and obligations of all parties involved. It is typically used in growth capital or late-stage investments where a private equity firm takes a significant equity stake in a company. The document must conform to Danish legal requirements, particularly regarding share capital increases, corporate governance, and financial regulations. It includes detailed provisions about the investment structure, shareholder rights, board representation, and exit mechanisms, while incorporating necessary protections for both the investor and the target company.
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Key Requirements PROMPT example:
Private Equity Subscription Agreement
I need a Private Equity Subscription Agreement under Danish law for a €20 million investment in a renewable energy company, with specific provisions for board representation and environmental compliance requirements to be completed by March 2025.
1. Parties: Identification of the company, the investor(s), and any other relevant parties to the agreement
2. Background: Context of the investment, including brief description of the company and purpose of the subscription
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms
5. Closing Conditions: Conditions precedent to the subscription taking effect
6. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and business
7. Representations and Warranties of the Investor: Investor's confirmations regarding authority, financial capacity, and investment understanding
8. Covenants: Ongoing obligations of the parties
9. Closing Mechanics: Process and requirements for completing the subscription
10. Confidentiality: Obligations regarding confidential information
11. Notices: Communication procedures between parties
12. Assignment: Restrictions on transfer of rights under the agreement
13. Governing Law and Jurisdiction: Specification of Danish law governance and jurisdiction for disputes
14. General Provisions: Standard boilerplate provisions including amendments, severability, and entire agreement
1. Tag-Along Rights: Include when existing shareholders are granted right to join in sale of shares
2. Drag-Along Rights: Include when majority shareholders can force minority to join in sale
3. Anti-Dilution Protection: Include when investors are to be protected against future down-rounds
4. Board Representation: Include when investor is granted right to appoint board member(s)
5. Information Rights: Include when specific information rights are granted beyond statutory requirements
6. Pre-emptive Rights: Include when investors are granted rights to participate in future funding rounds
7. Lock-up Period: Include when restrictions on share transfers for a specific period are required
8. Regulatory Compliance: Include when specific regulatory requirements need addressing (e.g., for financial investors)
1. Subscription Details: Detailed breakdown of shares, price, and payment information
2. Capitalization Table: Pre and post-investment share capital structure
3. Company Information: Detailed corporate information including registration details and structure
4. Warranties: Detailed warranties given by the company
5. Board Resolutions: Copies of relevant board resolutions approving the subscription
6. Shareholder Resolutions: Copies of relevant shareholder resolutions
7. Due Diligence Findings: Summary of key due diligence findings and any related warranties
8. Investor Questionnaire: Completed investor qualification and KYC information
9. Articles of Association: Current or amended articles of association reflecting the investment
Authors
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Danish Companies Act
Disclosed Information
Effective Date
Encumbrance
Existing Shareholders
Financial Statements
Group
Intellectual Property Rights
Investment Amount
Investor
Key Employees
Long Stop Date
Management Accounts
Material Adverse Change
New Shares
Parties
Permitted Transferee
Pre-Completion
Purchase Price
Regulatory Approvals
Representations and Warranties
Share Capital
Shareholder Agreement
Shareholders
Shares
Subscription Amount
Subscription Price
Subscription Shares
Subsidiaries
Transaction Documents
Transfer
Warranties
Working Capital
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Danish Companies Act
Disclosed Information
Effective Date
Encumbrance
Existing Shareholders
Financial Statements
Group
Intellectual Property Rights
Investment Amount
Investor
Key Employees
Long Stop Date
Management Accounts
Material Adverse Change
New Shares
Parties
Permitted Transferee
Pre-Completion
Purchase Price
Regulatory Approvals
Representations and Warranties
Share Capital
Shareholder Agreement
Shareholders
Shares
Subscription Amount
Subscription Price
Subscription Shares
Subsidiaries
Transaction Documents
Transfer
Warranties
Working Capital
Clauses
Subscription of Shares
Payment Terms
Conditions Precedent
Closing Conditions
Representations and Warranties
Covenants
Board Representation
Information Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Share Transfer Restrictions
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Force Majeure
Termination
Assignment
Notices
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Costs and Expenses
Further Assurance
Compliance with Laws
Due Diligence
Regulatory Approvals
Exit Rights
Lock-up Period
Management Rights
Voting Rights
Dividend Rights
Liquidation Preference
Registration Rights
Payment Terms
Conditions Precedent
Closing Conditions
Representations and Warranties
Covenants
Board Representation
Information Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Share Transfer Restrictions
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Force Majeure
Termination
Assignment
Notices
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Costs and Expenses
Further Assurance
Compliance with Laws
Due Diligence
Regulatory Approvals
Exit Rights
Lock-up Period
Management Rights
Voting Rights
Dividend Rights
Liquidation Preference
Registration Rights
Relevant Industries
Financial Services
Technology
Healthcare
Manufacturing
Real Estate
Renewable Energy
Life Sciences
Software
E-commerce
Professional Services
Consumer Goods
Industrial Technology
Biotechnology
Infrastructure
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Investment
Compliance
Due Diligence
Executive Leadership
Corporate Secretariat
Treasury
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Private Equity Partner
Corporate Lawyer
Investment Manager
Legal Counsel
Transaction Manager
Deal Principal
Investment Associate
Corporate Secretary
Finance Director
Compliance Officer
Due Diligence Manager
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