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Business Equity Agreement
"I need a Business Equity Agreement for my technology startup to bring in two new investors who will collectively own 30% of the company, with provisions for board representation and anti-dilution protection, to be completed by March 2025."
1. Parties: Identifies all parties to the agreement, including full legal names and addresses
2. Background: Sets out the context and purpose of the agreement, including current business ownership structure
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Equity Structure: Details the total equity, classes of shares/units, and ownership percentages
5. Consideration: Specifies the payment or value exchange for the equity transfer
6. Completion: Outlines the completion process, timing, and conditions precedent
7. Representations and Warranties: Standard warranties about capacity, ownership, and business condition
8. Management and Control: Governance structure, voting rights, and decision-making processes
9. Transfer Restrictions: Limitations on transfer of equity interests and required procedures
10. Pre-emptive Rights: First right of refusal for existing owners on equity transfers
11. Drag and Tag Rights: Provisions for forced sale or right to join in sale of equity
12. Dispute Resolution: Process for resolving disputes between parties
13. Confidentiality: Obligations regarding confidential information
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Buy-Sell Provisions: Detailed procedures for buying out shareholders in specific events (death, disability, retirement)
2. Vesting Schedule: For agreements involving gradual equity acquisition or employee equity schemes
3. Anti-dilution Protection: Protections against ownership dilution in future capital raises
4. Board Composition: Specific rules about board structure and appointment rights when applicable
5. Dividend Policy: Specific dividend distribution requirements if agreed
6. Non-Compete and Non-Solicit: Restrictions on competitive activities and solicitation
7. Exit Strategy: Specific provisions for company sale or IPO
8. Impact Provisions: For social enterprises or specific mission-driven requirements
1. Schedule 1 - Share Capital Table: Detailed breakdown of share ownership and classes
2. Schedule 2 - Company Information: Key company details, registrations, and material contracts
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required at completion
4. Schedule 4 - Reserved Matters: List of decisions requiring special approval
5. Schedule 5 - Warranties: Detailed warranties given by the parties
6. Appendix A - Share Certificate Forms: Template share certificates if applicable
7. Appendix B - Deed of Accession: Template for new shareholders joining the agreement
8. Appendix C - Valuation Methodology: Agreed method for valuing shares in various scenarios
Authors
Business
Business Day
Board
Company
Completion
Completion Date
Confidential Information
Constitution
Deed of Accession
Director
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Group
Holding Company
Independent Expert
Insolvency Event
Investor
Issue Price
Key Person
Management
Material Adverse Change
Member
New Securities
Ordinary Shares
Permitted Transfer
Pre-emptive Rights
Preference Shares
Purchase Price
Qualified IPO
Related Body Corporate
Related Party
Reserved Matter
Securities
Share Capital
Shareholder
Shareholder Loan
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Valuation Date
Voting Rights
Working Capital
Definitions
Share Capital Structure
Subscription
Consideration
Completion
Pre-emptive Rights
Share Transfers
Tag-Along Rights
Drag-Along Rights
Issue of New Securities
Corporate Governance
Board Composition
Reserved Matters
Information Rights
Management Rights
Dividend Policy
Exit Provisions
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Representations and Warranties
Default
Termination
Buy-Out Rights
Deadlock Resolution
Dispute Resolution
Force Majeure
Notices
Assignment
Amendments
Governing Law
Jurisdiction
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Technology
Professional Services
Manufacturing
Retail
Healthcare
Financial Services
Real Estate
Construction
Mining
Agriculture
Education
Hospitality
Media and Entertainment
Telecommunications
Energy
Transportation and Logistics
Legal
Finance
Corporate Development
Executive Leadership
Board of Directors
Compliance
Investment
Corporate Advisory
Risk Management
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Managing Director
Company Secretary
Corporate Lawyer
Legal Counsel
Investment Manager
Business Development Director
Venture Capital Partner
Private Equity Manager
Corporate Advisory Director
Board Member
Company Director
Compliance Officer
Financial Controller
Business Owner
Founding Partner
Startup Founder
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