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Standby Equity Purchase Agreement
"I need a Standby Equity Purchase Agreement under German law for a mid-size technology company seeking to raise up to €50 million in flexible equity financing from a private equity firm, with quarterly draw-down rights starting March 2025."
1. Parties: Identification of the company issuing shares and the investor/purchaser
2. Background: Context of the agreement, including company status and purpose of the arrangement
3. Definitions: Key terms used throughout the agreement, including financial and technical terms
4. Purchase Commitment: Core terms of the standby purchase arrangement, including commitment amount and duration
5. Draw Down Mechanics: Procedures and requirements for initiating and executing share purchases
6. Pricing Mechanism: Formula and methodology for determining the purchase price of shares
7. Conditions Precedent: Prerequisites that must be satisfied before purchases can occur
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Covenants: Ongoing obligations of both parties during the agreement term
10. Settlement Procedures: Process for completing share transfers and payment
11. Term and Termination: Duration of agreement and circumstances allowing early termination
12. Confidentiality: Protection of sensitive information exchanged between parties
13. Governing Law and Jurisdiction: Application of German law and dispute resolution procedures
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignment
1. Registration Rights: Include when the purchaser requires rights to register shares for public trading
2. Market Making Provisions: Include when the agreement involves ongoing market making services
3. Anti-dilution Protection: Include when the purchaser requires protection against share dilution
4. Regulatory Compliance: Include detailed section when dealing with regulated entities or specific regulatory requirements
5. Tax Provisions: Include when specific tax treatment or obligations need to be addressed
6. Director Nomination Rights: Include when purchaser is granted board representation rights
7. Right of First Refusal: Include when parties agree to specific pre-emptive rights
8. Change of Control Provisions: Include when agreement needs to address potential ownership changes
1. Calculation of Purchase Price: Detailed methodology and examples of price calculations
2. Form of Draw Down Notice: Standard form for initiating share purchases
3. Conditions Precedent Documents: List of required documentation and certificates
4. Corporate Authorizations: Copies of relevant board and shareholder resolutions
5. Disclosure Schedule: Exceptions and disclosures to representations and warranties
6. Form of Compliance Certificate: Template for ongoing compliance certification
7. Registration Procedures: Detailed procedures for share registration if applicable
8. Form of Legal Opinions: Required format and content of legal opinions
Authors
Agreement
Available Amount
Base Price
BaFin
Business Day
Closing
Closing Date
Commitment Amount
Commitment Period
Company
Compliance Certificate
Confidential Information
Default
Determination Date
Disruption Event
Draw Down
Draw Down Amount
Draw Down Notice
Effective Date
Encumbrance
Event of Default
Exchange
Floor Price
Force Majeure Event
Governmental Authority
Investment Amount
Investor
Issue Price
Market Disruption
Material Adverse Effect
Maximum Commitment Amount
New Shares
Ordinary Shares
Pricing Period
Purchase Price
Reference Price
Regulatory Approval
Relevant Exchange
Settlement Date
Share Capital
Shareholder Approval
Subscription Price
Trading Day
Transaction Documents
Transfer Agent
Transparency Requirements
VWAP
WpHG
AktG
BörsG
Subscription Rights
Bezugsrecht
Kapitalerhöhung
Aufsichtsrat
Vorstand
Handelsregister
Gesellschaftsvertrag
Recitals
Definitions
Share Purchase Commitment
Purchase Price
Draw Down Rights
Settlement Procedures
Conditions Precedent
Representations and Warranties
Company Undertakings
Investor Undertakings
Registration Rights
Anti-dilution Protection
Market Making
Regulatory Compliance
Information Rights
Confidentiality
Term and Termination
Events of Default
Force Majeure
Assignment and Transfer
Notices
Amendment and Waiver
Severability
Entire Agreement
Costs and Expenses
Tax Matters
Indemnification
Governing Law
Jurisdiction
Dispute Resolution
Language
Execution
Financial Services
Banking
Investment Management
Technology
Healthcare
Manufacturing
Energy
Real Estate
Infrastructure
Telecommunications
Biotechnology
Renewable Energy
Consumer Goods
Professional Services
Legal
Finance
Corporate Development
Treasury
Compliance
Risk Management
Corporate Secretary Office
Investor Relations
Strategy
Board Secretariat
Capital Markets
Chief Financial Officer
Corporate Finance Director
Legal Counsel
Investment Banking Director
Equity Capital Markets Manager
Corporate Development Officer
Treasury Manager
Compliance Officer
Risk Manager
Company Secretary
Finance Controller
Investment Relations Director
Corporate Strategy Director
Board Member
Managing Director
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