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Equity Investment Agreement
"I need an Equity Investment Agreement for a Series A investment round where a US-based venture capital firm is investing NZD 5 million for a 20% stake in our New Zealand technology company, with completion planned for March 2025."
1. Parties: Identifies and defines the parties to the agreement, including the Company, Investor(s), and any other relevant parties
2. Background: Sets out the context of the investment, including brief company history and purpose of the investment
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Investment Terms: Details the investment amount, share class, price per share, and payment terms
5. Completion: Specifies the completion mechanics, conditions precedent, and timing of the investment
6. Company Warranties: Contains warranties given by the company regarding its status, operations, and financial position
7. Investor Warranties: Contains warranties given by the investor regarding their capacity and authority to invest
8. Board Composition: Details the structure of the board and any investor director appointment rights
9. Shareholder Rights: Outlines voting rights, pre-emptive rights, and other shareholder protections
10. Confidentiality: Establishes obligations regarding confidential information
11. Reporting and Information Rights: Specifies financial and operational information to be provided to investors
12. Exit Provisions: Details mechanisms for future sale or IPO, including drag-along and tag-along rights
13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and governing law
1. Anti-dilution Protection: Includes where investors require protection against future down-rounds
2. Founder Commitments: Required when specific obligations or restrictions are placed on founders
3. Employee Share Scheme: Included when establishing or acknowledging an ESOP as part of the investment
4. Strategic Collaboration: Used when the investor will provide additional strategic value beyond capital
5. Intellectual Property Protection: Detailed IP provisions where the company's IP is particularly valuable or complex
6. International Investment Provisions: Required for overseas investors to ensure compliance with foreign investment laws
7. Preference Share Terms: Included when the investment involves preference shares rather than ordinary shares
1. Schedule 1: Company Details: Contains detailed company information including corporate structure and cap table
2. Schedule 2: Warranties: Comprehensive list of company warranties
3. Schedule 3: Completion Obligations: Detailed list of documents and actions required for completion
4. Schedule 4: Reserved Matters: Lists decisions requiring investor consent
5. Schedule 5: Share Rights: Detailed terms of the shares being issued
6. Appendix A: Shareholders' Agreement: New shareholders' agreement or deed of adherence to existing agreement
7. Appendix B: Board Resolution: Pro-forma board resolution approving the investment
8. Appendix C: Disclosure Letter: Company's disclosures against the warranties
Authors
Agreed Form
Agreement
Anti-dilution Rights
Board
Business
Business Day
Business Plan
Companies Act
Company
Completion
Completion Date
Confidential Information
Constitution
Deed of Adherence
Directors
Disclosure Letter
Drag-along Rights
Encumbrance
Event of Default
Exercise Period
Existing Shareholders
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Intellectual Property Rights
Investment Amount
Investor Director
Investor Shares
Investors
IPO
Key Employees
Management Accounts
Material Adverse Change
New Shares
Ordinary Shares
Pre-emption Rights
Preference Shares
Purchase Price
Qualified IPO
Related Company
Reserved Matters
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tag-along Rights
Transaction Documents
Transfer
Valuation
Warranties
Working Day
Definitions
Share Subscription
Investment Terms
Completion Mechanics
Conditions Precedent
Payment Terms
Share Issuance
Company Warranties
Investor Warranties
Board Composition
Reserved Matters
Pre-emptive Rights
Anti-dilution Protection
Tag-along Rights
Drag-along Rights
Information Rights
Reporting Requirements
Confidentiality
Non-competition
Non-solicitation
Share Transfer Restrictions
Exit Provisions
IPO Rights
Dividend Rights
Voting Rights
Default
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Costs
Entire Agreement
Severability
Further Assurance
Force Majeure
Variation
Waiver
Counterparts
Technology
Healthcare
Manufacturing
Financial Services
Retail
Real Estate
Agriculture
Energy
Transportation
Education
Professional Services
Media and Entertainment
Biotechnology
Clean Technology
E-commerce
Legal
Finance
Corporate Development
Executive Leadership
Investment
Compliance
Board of Directors
Company Secretariat
Strategic Planning
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Corporate Lawyer
Company Secretary
Investment Director
Venture Capital Partner
Private Equity Manager
Corporate Development Manager
Board Director
Managing Director
Finance Director
General Counsel
Commercial Director
Business Development Manager
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