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Equity Share Agreement Startup
"I need an Equity Share Agreement Startup for my Australian tech company to issue 15% equity to a new investor, including anti-dilution protection and board representation rights, with completion planned for March 2025."
1. Parties: Identification of all parties entering into the agreement
2. Background: Context of the agreement, including company structure and purpose of the equity arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Share Subscription Details: Details of shares being issued, including class, number, and price
5. Payment Terms: Terms and timing of payment for shares
6. Completion Requirements: Conditions precedent and completion mechanics for the share transfer
7. Warranties and Representations: Standard warranties from both company and subscriber
8. Shareholder Rights and Obligations: Key rights and obligations of shareholders including voting rights
9. Transfer Restrictions: Limitations on transfer of shares and process for permitted transfers
10. Pre-emptive Rights: Right of first refusal for existing shareholders on new share issues
11. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or be forced to join in future sales
12. Confidentiality: Obligations regarding confidential information
13. Dispute Resolution: Process for resolving disputes between parties
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Performance Conditions: Used when share allocation is tied to specific performance metrics or milestones
2. Vesting Provisions: Required when shares are subject to vesting schedule, typically for founder or employee equity
3. Foreign Investment Conditions: Required when foreign investors are involved, addressing FIRB requirements
4. Employee Obligations: Used when equity is tied to employment terms and conditions
5. Special Share Rights: Required when creating different share classes with special rights or restrictions
6. Anti-dilution Protection: Optional protection for investors in future funding rounds
7. Board Appointment Rights: Used when investors are granted board representation rights
8. Exit Provisions: Detailed provisions about exit scenarios, including IPO or trade sale requirements
1. Share Capital Table: Current and post-investment share capital structure
2. Company Constitution: Copy or reference to the company's constitution
3. Deed of Accession: Template for new shareholders to join the agreement
4. Transfer Notice: Template for share transfer notifications
5. Completion Checklist: List of items required for completion of the share transfer
6. Special Resolution: Board and/or shareholder resolutions approving the share issue
7. ASIC Forms: Required ASIC forms for share transfers and updates
8. Disclosure Schedule: Detailed disclosures against warranties
9. Vesting Schedule: If applicable, detailed vesting timeline and conditions
Authors
ASIC
Board
Business
Business Day
Completion
Completion Date
Confidential Information
Constitution
Corporations Act
Deed of Accession
Director
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Exercise Period
Exit Event
Fair Market Value
Financial Year
Fully Diluted Basis
Group
Holding Company
Initial Public Offering
Insolvency Event
Intellectual Property Rights
Investor Director
Issue Price
Key Persons
Material Adverse Change
New Securities
Nominee
Ordinary Shares
Parties
Permitted Transfer
Pre-emptive Rights
Preference Shares
Prohibited Transfer
Qualified IPO
Related Body Corporate
Related Party
Relevant Interest
Reserved Matters
Share Capital
Shareholders
Shareholders Agreement
Shares
Subsidiary
Subscription Amount
Subscription Shares
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Transferee
Transferor
Valuation
Vesting Period
Vesting Schedule
Voting Rights
Warranties
Definitions
Share Subscription
Payment Terms
Completion
Conditions Precedent
Warranties and Representations
Company Warranties
Subscriber Warranties
Share Rights
Voting Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Transfer Restrictions
Permitted Transfers
Share Vesting
Board Composition
Reserved Matters
Information Rights
Confidentiality
Non-Competition
Anti-Dilution Protection
Future Funding
Exit Provisions
IPO Rights
Default
Termination
Dispute Resolution
Notices
Assignment
Amendment
Severability
Governing Law
Entire Agreement
Technology
Financial Services
Healthcare
E-commerce
Software Development
Biotechnology
Clean Energy
Digital Media
Artificial Intelligence
Manufacturing
Education Technology
Consumer Products
Professional Services
AgTech
PropTech
FinTech
MedTech
Retail Technology
Legal
Finance
Executive Leadership
Board of Directors
Human Resources
Compliance
Corporate Development
Investment
Administration
Company Secretariat
CEO
Company Director
Founder
Co-founder
Chief Financial Officer
Chief Legal Officer
Company Secretary
General Counsel
Investment Manager
Venture Capital Partner
Angel Investor
Corporate Lawyer
Startup Lawyer
Investment Director
Board Member
Chief Operating Officer
HR Director
Compliance Officer
Financial Controller
Business Development Director
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