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Private Equity Agreement
"I need a Private Equity Agreement under Singapore law for a Series B investment of $50M into a healthcare technology company, with specific provisions for board representation and a planned IPO exit in 2025."
1. Parties: Identification of all contracting parties including the PE firm, investors, and target company
2. Background: Context of the transaction and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Investment Terms: Details of investment amount, ownership structure, and valuation
5. Governance Rights: Board composition, voting rights, and management control
6. Representations and Warranties: Statements of fact and assurances from all parties
7. Covenants: Ongoing obligations and commitments of the parties
8. Exit Rights: Terms for liquidation, IPO, or sale of shares
9. Term and Termination: Duration of the agreement and conditions for termination
10. Miscellaneous: Standard boilerplate provisions including governing law, notices, and amendments
1. Anti-dilution Provisions: Protection mechanisms against future down rounds and share dilution
2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
4. Right of First Refusal: Priority rights to purchase shares before they can be sold to third parties
5. Information Rights: Rights of investors to receive financial and operational information
6. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in future fundraising rounds
1. Schedule 1 - Capitalization Table: Current and post-investment ownership structure of the company
2. Schedule 2 - Investment Schedule: Timeline and tranches of investment payments
3. Schedule 3 - Corporate Documents: List of relevant certificates, licenses, and corporate authorizations
4. Schedule 4 - Financial Statements: Historical and projected financial information of the company
5. Schedule 5 - Key Performance Indicators: Agreed metrics and targets for business performance
6. Schedule 6 - Reserved Matters: List of decisions requiring special approval from investors
Authors
Agreement
Board
Business Day
Closing
Closing Date
Completion
Confidential Information
Control
Drag-Along Notice
Encumbrance
Exit Event
Fair Market Value
Financial Year
Fully Diluted Basis
Investment Amount
Investors
IPO
Key Management
Material Adverse Effect
Ordinary Shares
Parties
Preference Shares
Pre-emptive Rights
Purchase Price
Regulatory Approvals
Reserved Matters
Securities
Shareholders
Shareholders' Agreement
Share Capital
Subscription Shares
Tag-Along Notice
Tag-Along Rights
Target Company
Transaction Documents
Transfer
Valuation
Warranties
Share Purchase
Share Subscription
Consideration
Conditions Precedent
Completion
Representations and Warranties
Board Composition
Management Rights
Reserved Matters
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Information Rights
Exit Rights
IPO Rights
Put Option
Call Option
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Force Majeure
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Costs and Expenses
Amendments
Entire Agreement
Severability
Further Assurance
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