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Equity Participation Agreement
"I need an Equity Participation Agreement under Swiss law for a Series A investment where a venture capital firm will acquire 25% of our tech startup's shares, with specific provisions for board representation and anti-dilution protection."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investor(s)
2. Background: Context of the transaction, including company history, current capitalization, and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Purchase: Details of the equity participation, including number of shares, price, and payment terms
5. Closing Conditions: Conditions precedent to the completion of the investment
6. Representations and Warranties: Statements of fact by the company and existing shareholders about the company's condition
7. Covenants: Ongoing obligations of the parties, including company management and information rights
8. Transfer Restrictions: Limitations on the transfer of shares and pre-emptive rights
9. Corporate Governance: Board composition, voting rights, and decision-making processes
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds
4. Employee Participation: Terms for employee share ownership if part of the transaction
5. Dividend Policy: Specific provisions regarding distribution of profits
6. Exit Rights: Specific provisions regarding IPO or sale of the company
7. Non-Competition: Restrictions on competitive activities by shareholders
8. Intellectual Property Rights: Special provisions regarding IP ownership and licensing if relevant to the investment
1. Schedule 1: Capital Structure: Detailed breakdown of company's share capital before and after investment
2. Schedule 2: Subscription Details: Detailed terms of the share subscription including payment instructions
3. Schedule 3: Warranties: Comprehensive list of company warranties
4. Schedule 4: Company Information: Key company information including financial statements and material contracts
5. Schedule 5: Articles of Association: Current or proposed Articles of Association reflecting the investment
6. Schedule 6: Shareholders' Agreement: Form of shareholders' agreement if separate from main agreement
7. Schedule 7: Board Regulations: Internal regulations for board operations and procedures
8. Appendix A: Closing Checklist: List of all documents and actions required for closing
Authors
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Corporate Documents
Effective Date
Encumbrance
Equity Securities
Exercise Notice
Exercise Period
Existing Shareholders
Fair Market Value
Financial Statements
Financial Year
General Meeting
Group
Intellectual Property Rights
Investment Amount
Investor(s)
Issue Price
Material Adverse Change
New Shares
Ordinary Shares
Parties
Permitted Transferee
Pre-emptive Rights
Purchase Price
Qualified IPO
Related Parties
Relevant Securities
Representatives
Reserved Matters
Share Capital
Shareholder Loan
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Swiss GAAP
Tag-Along Right
Transfer
Valuation
Warranties
Definitions
Share Subscription
Purchase Price
Payment Terms
Closing Conditions
Completion Mechanics
Representations and Warranties
Company Warranties
Investor Warranties
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Composition
Reserved Matters
Information Rights
Dividend Rights
Exit Rights
Non-Competition
Confidentiality
Corporate Governance
Share Transfer
Right of First Refusal
Put Option
Call Option
Shareholder Meetings
Amendment of Articles
Termination
Break Fees
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Severability
Entire Agreement
Costs and Expenses
Third Party Rights
Counterparts
Technology
Financial Services
Manufacturing
Healthcare
Real Estate
Professional Services
Energy
Consumer Goods
Telecommunications
Life Sciences
Media and Entertainment
Clean Technology
Education
Retail
Agriculture
Legal
Finance
Corporate Development
Executive Leadership
Investment
Compliance
Corporate Secretariat
Business Development
Strategy
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Private Equity Director
Corporate Secretary
Finance Director
Legal Counsel
Investment Banker
Board Member
Managing Director
Business Development Director
Corporate Development Manager
Compliance Officer
Head of M&A
Strategy Director
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