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Funding Term Sheet
"I need a Funding Term Sheet under Swiss law for a Series A investment round of CHF 5 million from a venture capital firm into my biotech startup, with specific provisions for milestone-based tranched investments to be completed by March 2025."
1. Parties: Identification of the company, lead investor(s), and other participating investors
2. Background: Brief description of the company, purpose of the investment, and current funding round
3. Definitions: Key terms used throughout the term sheet
4. Investment Overview: Summary of investment amount, type of securities, and pre-money valuation
5. Securities Type: Detailed description of the securities being issued (e.g., preferred shares, convertible notes)
6. Price and Valuation: Specific price per share/security and company valuation details
7. Investment Structure: Breakdown of investment tranches, timing, and conditions precedent
8. Key Rights: Fundamental investor rights including voting, anti-dilution, and conversion rights
9. Board Composition: Structure and composition of the board post-investment
10. Exit Rights: Tag-along, drag-along, and liquidation preferences
11. Confidentiality: Binding provisions regarding confidentiality of the term sheet and negotiations
12. Exclusivity: Binding provisions regarding exclusive negotiation period
13. Governing Law: Specification of Swiss law as governing law and jurisdiction
14. Binding Nature: Clear statement about which provisions are binding and non-binding
1. Founder Vesting: Include when founders' shares need to be subject to vesting schedules
2. ESOP: Include when establishing or modifying an employee stock option pool
3. Information Rights: Include for investors requiring specific reporting and information access rights
4. Registration Rights: Include when planning for potential IPO scenarios
5. Right of First Refusal: Include when existing shareholders should have priority rights for future rounds
6. Pre-emptive Rights: Include when investors should have the right to maintain their percentage ownership
7. Strategic Investor Rights: Include for strategic investors requiring specific commercial rights
8. Anti-corruption Provisions: Include when dealing with international investors or regulated industries
9. Intellectual Property Assignment: Include for early-stage companies where IP assignment needs to be confirmed
1. Cap Table: Current and post-investment capitalization table
2. Investment Allocation: Breakdown of investment amounts per investor
3. Key Terms Definition: Detailed definitions of complex technical or financial terms
4. Milestone Schedule: If tranched investment, detailed description of milestones
5. Reserved Matters: List of decisions requiring investor approval
Authors
Anti-dilution Protection
Articles of Association
Board of Directors
Business Day
Business Plan
Capital Increase
Closing
Closing Date
Company
Confidential Information
Conversion Rights
Drag-Along Rights
Effective Date
Encumbrance
ESOP
Exit Event
Fair Market Value
Fully Diluted Basis
Funding Round
Investment Amount
Investors
IPO
Issue Price
Lead Investor
Liquidation Event
Liquidation Preference
Material Adverse Change
New Shares
Option Pool
Ordinary Shares
Parties
Pre-emptive Rights
Preferred Shares
Pre-money Valuation
Post-money Valuation
Qualified Exit
Reserved Matters
Right of First Refusal
Securities
Share Capital
Shareholders
Shareholders' Agreement
Subscription Amount
Tag-Along Rights
Transaction Documents
Transfer
Valuation
Vesting Schedule
Warrants
Valuation
Share Capital Structure
Security Type
Investment Amount
Subscription Rights
Anti-dilution Protection
Board Composition
Voting Rights
Reserved Matters
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Liquidation Preference
Information Rights
Registration Rights
Right of First Refusal
Conversion Rights
Exit Rights
Dividend Rights
Transfer Restrictions
Founder Commitments
Employee Stock Option Pool
Confidentiality
Exclusivity
Due Diligence
Conditions Precedent
Costs and Expenses
Governing Law
Jurisdiction
Non-Binding Provisions
Binding Provisions
Representations and Warranties
Milestone Conditions
Reporting Obligations
Amendment Rights
Termination Rights
Technology
Financial Services
Biotechnology
Healthcare
Clean Energy
Manufacturing
Software
E-commerce
Medical Devices
Pharmaceuticals
Fintech
Robotics
Artificial Intelligence
Consumer Goods
Professional Services
Real Estate
Telecommunications
Education Technology
Legal
Finance
Corporate Development
Executive Leadership
Investment
Corporate Governance
Business Development
Compliance
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Corporate Lawyer
Investment Banker
Venture Capital Partner
Private Equity Director
Board Director
Company Secretary
Financial Controller
Managing Director
Investment Associate
Legal Counsel
Corporate Development Manager
Startup Founder
Business Development Director
Fund Manager
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