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Equity Investment Contract
"I need an Equity Investment Contract for a Singapore-based venture capital firm investing USD 5 million in our Indonesian technology startup, with specific provisions for anti-dilution protection and a planned IPO exit by March 2025."
1. Parties: Identification of the investor(s), the company, and any other relevant parties including existing shareholders
2. Background: Context of the investment, including brief company history and investment rationale
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, number of shares, price per share, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the investment is completed
6. Completion: Process and requirements for completing the investment transaction
7. Representations and Warranties: Statements of fact by the company and existing shareholders about the business
8. Investor Rights: Special rights granted to the investor, including board representation and veto rights
9. Transfer Restrictions: Limitations on the transfer of shares and pre-emptive rights
10. Confidentiality: Obligations regarding confidential information
11. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
13. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when minority investor protection is required, giving right to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders want the right to force minorities to join in a sale
3. Anti-Dilution Protection: Include for venture capital or sophisticated investors requiring protection against future down rounds
4. Dividend Policy: Include when specific dividend arrangements are agreed
5. Exit Rights: Include when investors require specific exit mechanisms like IPO or put options
6. Management Provisions: Include when investors require specific management appointment rights or operational control
7. Foreign Investment Provisions: Include when the investor is foreign, addressing BKPM requirements
1. Capitalization Table: Pre and post-investment shareholding structure
2. Company Information: Detailed company information including corporate documents and licenses
3. Warranties: Detailed warranties about the company's business and affairs
4. Completion Documents: List of documents required for completion
5. Reserved Matters: List of decisions requiring investor approval
6. Business Plan: Company's business plan and financial projections
7. Form of Shareholders' Resolution: Template for shareholder approval of the investment
8. Form of Board Resolution: Template for board approval of the investment
Authors
Agreement
Anti-Dilution Rights
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Deed of Investment
Disclosed Information
Effective Date
Encumbrance
Equity Securities
Existing Shareholders
Financial Year
Foreign Investment
General Meeting of Shareholders
Governmental Authority
IDR
Investment Amount
Investment Shares
Investor
Material Adverse Change
Material Contract
New Shares
Notarial Deed
OJK
Ordinary Shares
Parties
Pre-emptive Rights
Purchase Price
Reserved Matters
Rupiah
RUPS
Share Capital
Shareholders Agreement
Shares
Subscription Price
Subsidiary
Tag-Along Rights
Transaction Documents
Transfer
Warranties
Share Subscription
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Pre-Completion Covenants
Post-Completion Covenants
Representations and Warranties
Anti-Dilution Protection
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Reserved Matters
Information Rights
Dividend Rights
Exit Rights
Non-Competition
Confidentiality
Regulatory Compliance
Foreign Investment Requirements
Corporate Governance
General Meeting Provisions
Share Issuance
Amendment of Articles
Events of Default
Termination
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Counterparts
Technology
Manufacturing
E-commerce
Financial Services
Infrastructure
Real Estate
Agriculture
Mining
Healthcare
Education
Retail
Renewable Energy
Transportation
Telecommunications
Legal
Finance
Corporate Development
Compliance
Risk Management
Strategy
Investment
Corporate Secretariat
Board of Directors
Executive Management
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Investment Director
Corporate Secretary
Compliance Officer
Business Development Director
Investment Manager
Managing Director
Finance Director
Board Member
Corporate Finance Manager
Investment Analyst
Risk Manager
Strategy Director
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