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Equity Contribution Agreement
"I need an Equity Contribution Agreement under Philippine law for a foreign technology company investing PHP 50 million in my startup, with completion planned for March 2025 and including anti-dilution protection and board representation rights."
1. Parties: Identification of the investor(s) and the receiving company
2. Background: Context of the transaction and current state of the company
3. Definitions: Key terms used throughout the agreement
4. Equity Contribution: Details of the contribution amount, form, and resulting equity stake
5. Issuance of Shares: Specifics about the shares to be issued, including class, rights, and number
6. Closing Conditions: Prerequisites that must be satisfied before the contribution is made
7. Closing Mechanics: Process and timing for completing the contribution and share issuance
8. Representations and Warranties: Statements of fact from both parties about their capacity and authority
9. Company Covenants: Ongoing obligations of the company regarding the use of funds and business operations
10. Investor Covenants: Ongoing obligations of the investor regarding the contribution and compliance
11. Termination: Circumstances under which the agreement can be terminated
12. Governing Law and Jurisdiction: Application of Philippine law and choice of courts
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Anti-Dilution Protection: Protection for the investor against future dilution of their shareholding
2. Tag-Along Rights: Right of the investor to join in the sale of shares by other shareholders
3. Drag-Along Rights: Right to force minority shareholders to join in the sale of the company
4. Board Representation: Rights of the investor to appoint directors to the company's board
5. Information Rights: Investor's rights to receive financial and operational information
6. Pre-emptive Rights: Right of first refusal on future share issuances
7. Foreign Investment Provisions: Special provisions required when the investor is foreign
8. Multiple Closing Provisions: When the contribution will be made in multiple tranches
9. Exit Rights: Provisions regarding future sale or IPO of the company
1. Schedule 1 - Company Information: Details of the company's incorporation, directors, and share capital
2. Schedule 2 - Contribution Details: Detailed breakdown of the equity contribution and payment mechanics
3. Schedule 3 - Shareholding Structure: Pre and post-investment shareholding structure
4. Schedule 4 - Conditions Precedent: Detailed list of all conditions that must be met before closing
5. Schedule 5 - Closing Deliverables: List of documents and actions required at closing
6. Schedule 6 - Company Warranties: Detailed warranties given by the company
7. Schedule 7 - Form of Board Resolution: Template for required corporate approvals
8. Schedule 8 - Form of Shareholders' Resolution: Template for required shareholder approvals
9. Appendix A - Articles of Incorporation: Copy of the company's articles of incorporation
10. Appendix B - Shareholders' Agreement: Form of shareholders' agreement to be executed at closing
Authors
Articles of Incorporation
Board
Business Day
By-laws
Closing
Closing Date
Company
Conditions Precedent
Confidential Information
Consideration
Contribution
Corporation Code
Deed of Assignment
Directors
Effective Date
Encumbrance
Equity Interest
Equity Securities
Existing Shareholders
Financial Statements
Financial Year
Governmental Authority
Investment Amount
Investor
Issue Price
Law
Material Adverse Effect
New Shares
Notice
Ordinary Shares
Party/Parties
Person
Philippine Peso
Preferred Shares
Regulatory Approvals
Representatives
SEC
Securities
Securities Regulation Code
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tax
Transaction Documents
Warranties
Definitions and Interpretation
Equity Contribution
Share Issuance
Consideration
Conditions Precedent
Closing Mechanics
Representations and Warranties
Company Covenants
Investor Covenants
Anti-dilution Protection
Pre-emptive Rights
Board Representation
Information Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Further Assurance
Notices
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Governing Law
Dispute Resolution
Termination
Indemnification
Corporate Approvals
Regulatory Compliance
Foreign Investment Restrictions
Tax Matters
Share Transfer Restrictions
Exit Rights
Shareholders' Rights
Voting Rights
Dividend Rights
Technology
Real Estate
Manufacturing
Financial Services
Healthcare
Retail
Energy
Infrastructure
Agriculture
Transportation
Education
Mining
Telecommunications
Construction
Professional Services
Legal
Finance
Corporate Development
Compliance
Risk Management
Executive Leadership
Investment
Corporate Governance
Business Development
Treasury
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Investment Manager
Corporate Lawyer
Financial Controller
Business Development Director
Investment Analyst
Compliance Officer
Board Director
Managing Director
Private Equity Manager
Venture Capital Associate
Corporate Finance Manager
Company Secretary
Due Diligence Officer
Risk Management Officer
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