Private Equity Subscription Agreement Template for Philippines

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Key Requirements PROMPT example:

Private Equity Subscription Agreement

"I need a Private Equity Subscription Agreement under Philippine law for a foreign tech investor acquiring a 15% stake in our e-commerce startup for PHP 50 million, with specific provisions for board representation and anti-dilution protection."

Document background
The Private Equity Subscription Agreement is a crucial document used when a company seeks to raise capital through private equity investment in the Philippines. This agreement is typically employed when a company wishes to issue new shares to private equity investors in exchange for capital investment. The document must be structured to comply with Philippine corporate and securities laws, including the Revised Corporation Code and Securities Regulation Code. It contains detailed provisions about the investment terms, subscriber's rights, company warranties, and closing conditions. Special attention must be paid to foreign ownership restrictions if the investor is non-Filipino. The agreement serves as the foundational document for the investment relationship and often works in conjunction with other transaction documents such as shareholders' agreements and disclosure schedules.
Suggested Sections

1. Parties: Identification of the Company and the Subscriber(s), including their complete legal names and addresses

2. Background: Context of the transaction, including brief description of the Company and purpose of the investment

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription: Details of the shares being subscribed to, including number, class, and price per share

5. Payment Terms: Terms and method of payment for the subscribed shares, including payment schedule if applicable

6. Closing Conditions: Conditions that must be satisfied before the subscription becomes effective

7. Representations and Warranties: Statements of fact and assurances from both the Company and the Subscriber

8. Covenants: Ongoing obligations of the parties post-closing

9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

10. Confidentiality: Obligations regarding the protection of confidential information

11. Governing Law: Specification of Philippine law as governing law and jurisdiction

12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement

Optional Sections

1. Tag-Along Rights: Optional section for minority investor protection, giving right to join in sale of shares by majority shareholders

2. Anti-Dilution Protection: Protection against future share issuances at lower valuations, include when investing in early-stage companies

3. Board Representation: Rights of the subscriber to appoint board members, include when substantial investment is made

4. Dividend Rights: Specific provisions regarding dividend preferences, include when dealing with preferred shares

5. Pre-emptive Rights: Right to maintain percentage ownership in future share issuances, include for strategic investors

6. Foreign Ownership Compliance: Include when foreign investors are involved to ensure compliance with Filipino ownership restrictions

7. Exit Rights: Specific provisions regarding investor exit options, include for significant investments

Suggested Schedules

1. Schedule 1 - Company Information: Detailed corporate information including incorporation details, directors, and share capital structure

2. Schedule 2 - Subscription Details: Detailed breakdown of shares being subscribed, including share certificates and payment details

3. Schedule 3 - Company Warranties: Comprehensive list of company warranties regarding business, assets, and liabilities

4. Schedule 4 - Subscriber Warranties: Warranties from the subscriber regarding capacity and authority to invest

5. Schedule 5 - Closing Conditions Checklist: Detailed list of conditions precedent to closing

6. Schedule 6 - Disclosure Schedule: Company's disclosures against the warranties

7. Appendix A - Shareholders' Agreement: Form of shareholders' agreement to be executed at closing, if applicable

8. Appendix B - Board Resolution: Copy of board resolution approving the share issuance

9. Appendix C - SEC Certificates: Relevant SEC certificates and permits

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

Real Estate

Manufacturing

Financial Services

Healthcare

Retail

Infrastructure

Energy

Agriculture

E-commerce

Education

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Executive Management

Board of Directors

Corporate Secretariat

Due Diligence

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Private Equity Partner

Corporate Lawyer

Investment Manager

Financial Controller

Compliance Officer

Corporate Secretary

Managing Director

Investment Analyst

Due Diligence Officer

Board Director

General Counsel

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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