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Equity Commitment Agreement
"I need an Equity Commitment Agreement under Swiss law for a €50 million investment into a renewable energy project, where our private equity fund will be making staged capital contributions over 18 months starting March 2025, with specific focus on environmental compliance and board representation rights."
1. Parties: Identification of the investor(s) making the equity commitment and the receiving entity
2. Background: Context of the transaction, purpose of the equity commitment, and relevant corporate background
3. Definitions: Key terms used throughout the agreement, including financial terms, closing conditions, and technical definitions
4. Commitment Amount: Specification of the equity commitment amount and any related currency considerations
5. Closing Conditions: Prerequisites that must be satisfied before the equity commitment becomes effective
6. Funding Mechanics: Process and timing for providing the committed funds, including payment instructions and deadlines
7. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and relevant circumstances
8. Covenants: Ongoing obligations of the parties before and after the funding
9. Term and Termination: Duration of the commitment and circumstances under which it may be terminated
10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
11. Miscellaneous: Standard provisions including notices, amendments, assignment, and severability
1. Security Arrangements: Used when the commitment is secured by specific assets or guarantees
2. Regulatory Compliance: Required when the transaction falls under specific Swiss financial regulations or involves regulated entities
3. Tag-Along Rights: Included when existing shareholders are given the right to join in the equity commitment on similar terms
4. Board Representation: Used when the equity commitment includes rights to board representation
5. Anti-Dilution Protection: Included when investors require protection against future dilutive issuances
6. Information Rights: Added when investors require specific ongoing information and reporting rights
1. Schedule 1 - Subscription Details: Detailed breakdown of the equity commitment, including share class, price, and timing
2. Schedule 2 - Closing Deliverables: List of documents and actions required at closing
3. Schedule 3 - Form of Capital Call Notice: Template for calling committed capital when needed
4. Schedule 4 - Corporate Structure: Organization chart showing corporate structure pre- and post-investment
5. Appendix A - Shareholders Agreement Terms: Key terms from the shareholders agreement affecting the commitment
6. Appendix B - Wire Instructions: Banking details and instructions for transferring funds
Authors
Agreement
Business Day
Capital Call
Capital Call Notice
Closing
Closing Date
Commitment Amount
Commitment Period
Confidential Information
Default
Drawdown
Encumbrance
Equity Interest
Event of Default
Funding Date
Governmental Authority
Investment
Investment Period
Investor
Material Adverse Effect
Parties
Permitted Transferee
Purchase Price
Receiving Entity
Related Party
Representatives
Securities
Share Capital
Shareholders Agreement
Subscription
Swiss GAAP
Transfer
Valuation
Capital Call Mechanics
Closing Conditions
Representations and Warranties
Funding Obligations
Payment Terms
Share Subscription
Anti-dilution
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Information Rights
Board Representation
Confidentiality
Non-Compete
Non-Solicitation
Enforcement
Termination
Force Majeure
Amendments
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Counterparts
Costs and Expenses
Time of Essence
Further Assurance
Financial Services
Private Equity
Venture Capital
Investment Management
Real Estate
Infrastructure
Technology
Healthcare
Manufacturing
Energy
Telecommunications
Legal
Finance
Corporate Development
Treasury
Investment
Risk Management
Compliance
Executive Leadership
Board of Directors
Chief Financial Officer
General Counsel
Investment Director
Corporate Finance Manager
Legal Counsel
Investment Manager
Private Equity Partner
Corporate Development Director
Treasury Manager
Risk Manager
Compliance Officer
Board Member
Managing Director
Transaction Manager
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