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Equity Financing Agreement
"I need an Equity Financing Agreement for a Series A investment round where a foreign venture capital firm is investing PHP 50 million in my Philippine technology startup, with closing expected by March 2025."
1. Parties: Identification of the company, investor(s), and any other relevant parties to the agreement
2. Background: Context of the investment, including company status and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, share price, and number of shares being issued
5. Closing Conditions: Prerequisites that must be satisfied before the investment is completed
6. Representations and Warranties: Statements of fact by the company and other parties about their status, authority, and business
7. Covenants: Ongoing obligations of the company and other parties
8. Investor Rights: Special rights granted to investors, including information rights and board representation
9. Transfer Restrictions: Limitations on the transfer of shares and related procedures
10. Termination: Circumstances under which the agreement can be terminated
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. General Provisions: Standard provisions including notices, amendments, and severability
1. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds
2. Drag-Along Rights: Rights forcing minority shareholders to join in the sale of the company
3. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of majority shares
4. Preemptive Rights: Rights of existing shareholders to maintain their percentage ownership in future issuances
5. Registration Rights: Rights related to future public offerings, if contemplated
6. Employee Stock Option Pool: Provisions regarding employee stock options, if applicable
7. Foreign Ownership Provisions: Special provisions if foreign investors are involved, addressing ownership restrictions
8. Conversion Rights: If preferred shares are issued, rights to convert to common shares
1. Schedule 1 - Capitalization Table: Current and post-investment share capital structure
2. Schedule 2 - Disclosure Schedule: Exceptions to representations and warranties
3. Schedule 3 - Form of Share Certificate: Template for share certificates to be issued
4. Schedule 4 - Corporate Documents: Key corporate documents including articles of incorporation and by-laws
5. Schedule 5 - Required Consents: List of required third-party and governmental consents
6. Schedule 6 - Intellectual Property: List of company's intellectual property rights
7. Schedule 7 - Financial Statements: Recent financial statements of the company
8. Schedule 8 - Material Contracts: List of important contracts and agreements
Authors
Articles of Incorporation
Board
Business Day
By-laws
Closing
Closing Date
Company
Confidential Information
Conversion Rights
Directors
Disclosure Schedule
Encumbrance
Equity Securities
Event of Default
Exercise Period
Fair Market Value
Financial Statements
Fully-Diluted Basis
Governmental Authority
Intellectual Property Rights
Investment Amount
Investor
Investor Directors
Material Adverse Effect
Material Contracts
New Securities
Ordinary Course of Business
Original Purchase Price
Party/Parties
Person
Philippine SEC
Pre-emptive Rights
Preferred Shares
Pro Rata Share
Purchase Price
Qualified IPO
Related Party
Relevant Securities
Reserved Matters
Securities
Series A Preferred Shares
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tax
Transaction Documents
Transfer
Valuation
Voting Rights
Working Day
Share Subscription
Payment Terms
Closing Conditions
Representations and Warranties
Company Covenants
Investor Covenants
Information Rights
Board Representation
Voting Rights
Pre-emptive Rights
Anti-dilution Protection
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Put Option
Call Option
Conversion Rights
Registration Rights
Exit Rights
Confidentiality
Non-competition
Non-solicitation
Intellectual Property
Indemnification
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Foreign Ownership Compliance
Regulatory Compliance
Technology
Financial Services
E-commerce
Manufacturing
Real Estate
Healthcare
Renewable Energy
Agriculture
Retail
Education Technology
Transportation
Telecommunications
Legal
Finance
Corporate Development
Compliance
Executive Management
Corporate Secretarial
Investment
Treasury
Risk Management
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Manager
Legal Counsel
Compliance Officer
Corporate Finance Director
Investment Banker
Venture Capital Partner
Private Equity Manager
Business Development Director
Finance Director
Board Member
Company Secretary
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