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Private Equity Subscription Agreement
"I need a Private Equity Subscription Agreement for a Series B investment round where a Singapore-based tech startup is raising $10M from three institutional investors, with standard anti-dilution and board appointment rights to be included."
1. Parties: Identification of the company, investors, and other relevant parties
2. Background: Context of the investment and company's business
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number of shares, class, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Mechanics and timing of the investment completion
7. Warranties and Representations: Standard company and investor warranties
8. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Anti-dilution Rights: Protection mechanisms against future dilution of shareholding, typically requested by major investors
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, included for minority investor protection
3. Board Appointment Rights: Right to appoint directors to the board, typically included for significant investors
4. Information Rights: Rights to receive company information and reports, usually included for sophisticated investors
1. Capitalization Table: Pre and post-investment shareholding structure
2. Warranties Schedule: Detailed company warranties
3. Disclosure Letter: Exceptions to warranties
4. Form of Share Certificate: Template for new share certificates
5. Corporate Authorizations: Board and shareholder resolutions
6. KYC Documentation: Required investor identification documents
Authors
Affiliate
Board
Business Day
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Constitutional Documents
Disclosure Letter
Encumbrance
Existing Shareholders
Group
Investment Amount
Investor
Key Employees
Long Stop Date
Material Adverse Change
Ordinary Shares
Parties
Preference Shares
Pre-Completion
Prescribed Shares
Related Corporation
Relevant Securities
Reserved Matters
Securities
SGX
Share Capital
Shareholders Agreement
Subscription Price
Subscription Shares
Subsidiary
Transaction Documents
Warranties
Working Capital
Subscription of Shares
Consideration
Conditions Precedent
Completion
Pre-Completion Covenants
Post-Completion Covenants
Company Warranties
Investor Warranties
Anti-dilution Rights
Tag-Along Rights
Drag-Along Rights
Board Appointment Rights
Information Rights
Confidentiality
Non-Competition
Share Transfer Restrictions
Pre-emptive Rights
Exit Rights
Put Option
Call Option
Representations and Warranties
Indemnification
Assignment
Notices
Force Majeure
Termination
Costs and Expenses
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
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