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Convertible Equity Agreement
"I need a Convertible Equity Agreement under Swiss law for my Zurich-based biotech startup to secure a CHF 500,000 investment from a local angel investor, with a 20% discount rate and valuation cap of CHF 5 million."
1. Parties: Identification of the company, the investor, and any other relevant parties
2. Background: Context of the investment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including financial and technical terminology
4. Investment Amount: Details of the initial investment and payment terms
5. Conversion Rights: Core terms governing when and how the investment converts to equity
6. Conversion Price: Formula and mechanisms for determining the conversion price
7. Conversion Mechanics: Procedural requirements for executing the conversion
8. Company Representations and Warranties: Standard company warranties required under Swiss law
9. Investor Representations and Warranties: Confirmations regarding investor status and capacity
10. Information Rights: Investor's rights to receive company information and reports
11. Transfer Restrictions: Limitations on transfer of conversion rights
12. Confidentiality: Protection of confidential information
13. Notices: Communication requirements and contact details
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including amendments, assignment, and severability
1. Pre-emptive Rights: Right of investor to participate in future funding rounds, included when negotiated
2. Anti-dilution Protection: Protection against dilution from future rounds at lower valuations
3. Board Observer Rights: Right to attend board meetings, typically for larger investments
4. Tag-Along Rights: Right to participate in sale of shares by other shareholders
5. Most Favored Nation: Protection ensuring investor gets best terms offered to other investors
6. Dividend Rights: Rights to dividends prior to conversion, if applicable
7. Regulatory Compliance: Additional provisions for regulated industries or larger investments
8. Exit Rights: Special rights in case of company sale or IPO
1. Schedule 1: Cap Table: Current capitalization table of the company
2. Schedule 2: Conversion Calculations: Detailed formulas and examples of conversion calculations
3. Schedule 3: Form of Conversion Notice: Template notice for exercising conversion rights
4. Schedule 4: Company Information: Key company details including registration number and address
5. Schedule 5: Shareholders' Agreement: Form of shareholders' agreement applicable post-conversion
6. Schedule 6: Articles of Association: Current articles of association and proposed amendments post-conversion
7. Schedule 7: Investment Certificate: Form of certificate evidencing the investment and conversion rights
Authors
Articles of Association
Board
Business Day
Company
Completion
Confidential Information
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Deemed Liquidation Event
Discounted Conversion Price
Effective Date
Encumbrance
Equity Securities
Exit Event
Fair Market Value
Fully Diluted Share Capital
Investment Amount
Investment Certificate
Investor
IPO
Liquidation Event
Material Adverse Change
Most Favored Nation Rights
New Securities
Next Equity Financing
Ordinary Shares
Party/Parties
Pre-money Valuation
Preferred Shares
Qualified Financing
Qualifying Exit Event
Share Capital
Shareholders Agreement
Shares
Swiss GAAP
Trade Sale
Transaction Documents
Valuation Cap
Voting Rights
Subscription
Payment
Conversion Rights
Anti-dilution
Information Rights
Pre-emptive Rights
Tag-along Rights
Representations and Warranties
Confidentiality
Non-competition
Assignment
Termination
Events of Default
Notices
Force Majeure
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs
Governing Law
Jurisdiction
Dispute Resolution
Most Favored Nation
Board Rights
Voting Rights
Drag-along Rights
Share Transfer
Exit Rights
Liquidation Preference
Dividend Rights
Registration Rights
Regulatory Compliance
Data Protection
Indemnification
Technology
Fintech
Biotech
Healthcare
Software
Clean Energy
Manufacturing
E-commerce
Medical Devices
Artificial Intelligence
Blockchain
Consumer Products
Professional Services
Life Sciences
Education Technology
Legal
Finance
Corporate Development
Executive Leadership
Investment
Compliance
Corporate Secretary Office
Treasury
Risk Management
CEO
CFO
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Startup Founder
Business Development Director
Financial Controller
Company Secretary
Legal Counsel
Investment Analyst
Managing Partner
Finance Director
Compliance Officer
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