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Private Equity Investment Agreement
"I need a Private Equity Investment Agreement for a Series B investment of AUD 15 million into a tech startup, with the investment to be completed by March 2025, including specific provisions for an employee share scheme and anti-dilution protection for the incoming investor."
1. Parties: Identification of all parties to the agreement including the company, investors, and any guarantors
2. Background: Context of the transaction, including company overview and investment purpose
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the investment
6. Completion: Mechanics and timing of the investment completion, including actions required by each party
7. Warranties and Representations: Statements of fact and assurances from the company and key shareholders
8. Investor Rights: Special rights granted to investors including board representation and veto rights
9. Information and Reporting Rights: Requirements for financial and operational reporting to investors
10. Reserved Matters: Decisions requiring investor approval
11. Transfer Restrictions: Limitations on share transfers and change of control
12. Exit Provisions: Terms governing exits including drag-along and tag-along rights
13. Confidentiality: Obligations regarding confidential information
14. General Provisions: Standard legal provisions including notices, amendments, governing law
1. Anti-Dilution Protection: Protection against value dilution in future rounds, included when negotiated by investors
2. Employee Share Scheme: Terms for employee share options, included if an ESOP is part of the transaction
3. Performance Rights: Conditions for additional shares based on performance targets, included if part of deal structure
4. Founder Commitments: Specific obligations of founders including non-compete and continued involvement, included when founders are key to business
5. Strategic Cooperation: Terms for business cooperation between investor and company, included for strategic investors
6. Foreign Investment Conditions: Additional terms for FIRB approval and compliance, included for foreign investors
7. Multiple Closing Provisions: Terms for staged investments, included for tranched investments
1. Capital Structure: Details of share capital pre and post-investment
2. Warranties: Detailed company and founder warranties
3. Company Constitution: New or amended constitution reflecting investment terms
4. Business Plan: Agreed business plan and use of funds
5. Key Performance Indicators: Specific metrics for monitoring company performance
6. Reserved Matters List: Detailed list of matters requiring investor approval
7. Management Agreements: Key employment or service agreements
8. IP Register: Schedule of company intellectual property
9. Completion Checklist: List of documents and actions required for completion
Authors
Affiliate
Agreement
Anti-Dilution Rights
ASIC
Board
Business
Business Day
Business Plan
Call Option
Capital Raising
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Control
Corporations Act
Deed of Accession
Default Event
Director
Drag-Along Rights
Encumbrance
Event of Default
Exit Event
Fair Market Value
FIRB
FIRB Approval
Financial Year
First Round Investment
Follow-on Investment
Fully Diluted Basis
Government Agency
Group
GST
Holding Company
Independent Expert
Information Rights
Insolvency Event
Investment Amount
Investment Period
Investor Director
Investor Shares
IPO
Issue Price
Key Management
Key Performance Indicators
Majority Investors
Material Adverse Change
Material Contract
New Securities
Ordinary Shares
Parent Company
Permitted Transfer
Preference Shares
Pre-emptive Rights
Put Option
Qualified IPO
Related Body Corporate
Related Party
Reserved Matters
Resolution
ROFR
Security Interest
Share Capital
Shareholder
Shareholders Agreement
Special Resolution
Subsidiary
Subscription Price
Tag-Along Rights
Target Company
Tax
Term
Third Party
Transaction Documents
Transfer
Valuation
Warranties
Share Subscription
Payment Terms
Conditions Precedent
Completion Obligations
Warranties and Representations
Board Composition
Management Rights
Information Rights
Reserved Matters
Pre-emptive Rights
Anti-dilution Protection
Tag-Along Rights
Drag-Along Rights
Put Option Rights
Call Option Rights
Share Transfer Restrictions
Exit Rights
IPO Rights
Dividend Rights
Reporting Requirements
Financial Covenants
Non-competition
Non-solicitation
Confidentiality
Intellectual Property
Related Party Transactions
Compliance Obligations
Default Events
Remedies
Dispute Resolution
Force Majeure
Assignment
Termination
Notices
Costs and Expenses
Governing Law
Jurisdiction
Amendments
Entire Agreement
Severability
Technology
Healthcare
Manufacturing
Financial Services
Consumer Goods
Real Estate
Infrastructure
Renewable Energy
Mining and Resources
Agriculture
Professional Services
Education
Retail
Media and Entertainment
Biotechnology
Legal
Finance
Investment
Corporate Development
Compliance
Executive Leadership
Board of Directors
Due Diligence
Risk Management
Strategy
Chief Executive Officer
Chief Financial Officer
Investment Director
Managing Partner
Corporate Lawyer
Investment Manager
Deal Principal
Portfolio Manager
General Counsel
Company Secretary
Finance Director
Investment Analyst
Due Diligence Manager
Transaction Manager
Compliance Officer
Board Director
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