Equity Investment Agreement Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The Equity Investment Agreement is a crucial document used when a company seeks to raise capital by selling shares to investors in New Zealand. It's typically employed in various funding rounds, from seed investments to later-stage capital raises, and must comply with New Zealand's regulatory framework, including the Companies Act 1993 and Financial Markets Conduct Act 2013. The agreement comprehensively covers the investment terms, share rights, governance provisions, warranties, and investor protections. It's particularly important for startups and growing companies seeking external investment, as it establishes the legal foundation for the relationship between the company and its investors while ensuring all parties' interests are protected and clearly defined. The document must be carefully drafted to balance the interests of new investors with existing shareholders while maintaining compliance with New Zealand's corporate and securities laws.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Healthcare

Manufacturing

Financial Services

Retail

Real Estate

Agriculture

Energy

Transportation

Education

Professional Services

Media and Entertainment

Biotechnology

Clean Technology

E-commerce

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Compliance

Board of Directors

Company Secretariat

Strategic Planning

Risk Management

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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