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Equity Share Agreement Startup
"I need an Equity Share Agreement Startup for my Philippine tech company to secure a Series A investment from a Singapore-based VC firm planning to acquire 25% ownership in March 2025, with standard anti-dilution and board seat provisions."
1. Parties: Identification of the startup company, existing shareholders, and new investors
2. Background: Context of the investment, current company status, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including technical and financial terminology
4. Share Subscription: Details of shares being issued, price per share, and total investment amount
5. Payment Terms: Terms and schedule of investment payment, including any tranched investments
6. Completion Requirements: Conditions precedent and procedures for completing the share issuance
7. Representations and Warranties: Statements of fact and assurances from both the company and investors
8. Shareholder Rights: Voting rights, dividend rights, and other basic shareholder entitlements
9. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
10. Corporate Governance: Board composition, voting requirements, and management structure
11. Confidentiality: Protection of company and investor confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future share dilution, used when requested by sophisticated investors
2. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority, important for investor protection
3. Drag-Along Rights: Right of majority shareholders to force minority to join in sale, useful for future exit scenarios
4. Preemptive Rights: Right of existing shareholders to maintain ownership percentage in future rounds
5. Performance Targets: Specific business milestones tied to investment tranches or rights, used in milestone-based investments
6. Foreign Ownership Provisions: Special provisions when foreign investors are involved, ensuring compliance with Philippine foreign ownership restrictions
7. Founders' Commitments: Specific obligations of founders including non-compete and continued involvement, important for founder-led startups
8. Exit Rights: Specific provisions regarding IPO or acquisition scenarios, important for venture capital investments
1. Schedule 1: Company Information: Detailed corporate information including registration details, existing shares, and capitalization table
2. Schedule 2: Subscription Details: Detailed breakdown of share subscription including share class, numbers, and price calculations
3. Schedule 3: Conditions Precedent: List of all conditions that must be satisfied before completion
4. Schedule 4: Warranties: Comprehensive list of company and investor warranties
5. Schedule 5: Reserved Matters: List of decisions requiring special shareholder approval
6. Schedule 6: Current Business Plan: Company's business plan and financial projections
7. Appendix A: Share Certificate Form: Template for share certificates to be issued
8. Appendix B: Board Resolution: Pro-forma board resolution approving the share issuance
Authors
Articles of Incorporation
Board
Business Day
Business Plan
By-laws
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Control
Directors
Drag-Along Rights
Encumbrance
Equity Securities
Event of Default
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Initial Public Offering
Investment Amount
Investors
Key Employees
Material Adverse Effect
New Securities
Ordinary Course of Business
Ordinary Shares
Parties
Permitted Transferee
Pre-emptive Rights
Preferred Shares
Pro Rata Share
Qualified IPO
Related Party
Reserved Matters
SEC
Securities
Share Capital
Shareholders
Shareholders' Agreement
Subscription Shares
Tag-Along Rights
Transfer
Valuation
Warranties
Payment Terms
Completion Conditions
Representations and Warranties
Share Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Board Composition
Reserved Matters
Information Rights
Dividend Rights
Exit Rights
Non-Competition
Confidentiality
Corporate Governance
Shareholder Meetings
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Termination
Force Majeure
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Technology
E-commerce
Financial Technology
Healthcare Technology
Software Development
Biotechnology
Clean Technology
Digital Services
Artificial Intelligence
Manufacturing
Consumer Services
Education Technology
Agricultural Technology
Retail Innovation
Legal
Finance
Corporate Development
Investment
Compliance
Executive Leadership
Board of Directors
Corporate Secretariat
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Venture Capital Associate
Startup Founder
Corporate Secretary
Legal Counsel
Investment Analyst
Business Development Director
Finance Director
Compliance Officer
Board Member
Company Director
Investment Director
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