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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."
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
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
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
Subscription
Payment Terms
Conditions Precedent
Closing
Representations and Warranties
Pre-Completion Covenants
Post-Completion Covenants
Anti-Dilution
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Representation
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Termination
Events of Default
Indemnification
Force Majeure
Notices
Governing Law
Dispute Resolution
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Further Assurance
Costs and Expenses
Time of Essence
Foreign Ownership Compliance
Regulatory Compliance
Shareholder Approval
Share Transfer Restrictions
Exit Rights
Dividend Rights
Technology
Real Estate
Manufacturing
Financial Services
Healthcare
Retail
Infrastructure
Energy
Agriculture
E-commerce
Education
Transportation and Logistics
Legal
Finance
Corporate Development
Compliance
Investment
Executive Management
Board of Directors
Corporate Secretariat
Due Diligence
Risk Management
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
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