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Private Equity Investment Agreement
"I need a Private Equity Investment Agreement for a Series B investment of PHP 250 million into a Philippine technology startup, with specific provisions for minority shareholder protection and technology transfer requirements, planned for closing in March 2025."
1. Parties: Identification of the investor(s), the target company, and any other key parties to the agreement
2. Background: Context of the investment, including brief company history and investment rationale
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Investment Terms: Details of the investment amount, type of shares/securities, and valuation
5. Subscription and Payment: Mechanics of how the investment will be made and payment terms
6. Conditions Precedent: Conditions that must be satisfied before the investment closes
7. Representations and Warranties: Statements of fact and assurances from the company and key shareholders
8. Covenants: Ongoing obligations of the parties, including both positive and negative covenants
9. Board Composition and Management: Structure and rights regarding board membership and management participation
10. Reserved Matters: Decisions requiring investor consent or special voting rights
11. Information and Inspection Rights: Investor's rights to company information and inspection of records
12. Transfer Restrictions: Limitations on the transfer of shares and related rights
13. Exit Rights: Provisions regarding future sale, IPO, or other exit mechanisms
14. Events of Default: Circumstances constituting default and consequences
15. Termination: Circumstances under which the agreement can be terminated
16. Governing Law and Dispute Resolution: Choice of law and mechanism for resolving disputes
17. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Include when existing shareholders are present to protect minority investors' right to join in sale of shares
2. Drag-Along Rights: Include when majority shareholders need the ability to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Include when investors need protection against future down rounds
4. Founders' Commitments: Include when founders are key to the business and need to make specific commitments
5. Environmental and Social Compliance: Include for investments in industries with significant environmental or social impact
6. Technology Transfer: Include when the investment involves significant IP or technology transfer
7. Foreign Ownership Compliance: Include when foreign investors are involved and need to comply with Philippine foreign ownership restrictions
8. Competition Compliance: Include when the investment requires competition law compliance or approvals
1. Schedule 1: Capital Structure: Pre and post-investment shareholding structure
2. Schedule 2: Conditions Precedent: Detailed list of all conditions to be satisfied before closing
3. Schedule 3: Warranties: Detailed warranties given by the company and key shareholders
4. Schedule 4: Reserved Matters: Comprehensive list of matters requiring investor consent
5. Schedule 5: Company Information: Key company information including financial statements and material contracts
6. Schedule 6: Intellectual Property: List of company's IP assets and related rights
7. Schedule 7: Form of Management Accounts: Template for ongoing financial reporting
8. Schedule 8: Disclosure Letter: Exceptions and qualifications to the warranties
9. Appendix A: Deed of Adherence: Form for new shareholders to become bound by the agreement
10. Appendix B: Corporate Authorities: Required corporate approvals and resolutions
Authors
Agreement
Anti-Dilution Rights
Articles of Incorporation
Board
Business Day
Business Plan
By-laws
Call Option
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Control
Deed of Adherence
Directors
Disclosure Letter
Drag-Along Rights
Encumbrance
Events of Default
Exit Event
Fair Market Value
Financial Year
First Closing
Fully Diluted Basis
General Meeting
Group
Holding Company
Independent Director
Initial Public Offering
Investment Amount
Investor
Investor Director
Key Management
Key Performance Indicators
Liquidation Event
Liquidation Preference
Management Accounts
Material Adverse Effect
New Securities
Ordinary Course of Business
Ordinary Shares
Parent Company
Parties
Permitted Transferee
Philippine Peso
Pre-emptive Rights
Preferred Shares
Purchase Price
Put Option
Qualified IPO
Related Party
Reserved Matters
SEC
Securities
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subsidiary
Subscription Price
Subscription Shares
Tag-Along Rights
Target Company
Transaction Documents
Transfer
Valuation
Warranties
Subscription of Shares
Investment Amount
Payment Terms
Conditions Precedent
Completion Obligations
Representations and Warranties
Pre-Completion Covenants
Post-Completion Covenants
Anti-Dilution Protection
Board Composition
Reserved Matters
Information Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Put Option
Call Option
Exit Rights
IPO Rights
Liquidation Preference
Non-Competition
Non-Solicitation
Confidentiality
Corporate Governance
Management Rights
Financial Matters
Regulatory Compliance
Foreign Ownership Compliance
Environmental Compliance
Social Responsibility
Events of Default
Indemnification
Force Majeure
Term and Termination
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Further Assurance
Technology
Manufacturing
Real Estate
Healthcare
Financial Services
Consumer Goods
Retail
Agriculture
Infrastructure
Education
Energy
Transportation
Food and Beverage
Telecommunications
Business Services
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Board of Directors
Executive Management
Corporate Secretarial
Strategy
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Private Equity Partner
Corporate Lawyer
Investment Manager
Managing Director
Board Director
Company Secretary
General Counsel
Finance Director
Business Development Director
Compliance Officer
Risk Manager
Transaction Manager
Investment Analyst
Corporate Development Manager
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