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Equity Stake Agreement
"Need an Equity Stake Agreement for a Series A investment round where a VC firm is acquiring 25% of our UK-based software company, with tag-along rights and board appointment provisions, to be completed by March 2025."
1. Parties: Details of the parties entering into the agreement
2. Background: Context and purpose of the equity stake agreement
3. Definitions: Key terms used throughout the agreement
4. Share Details: Number, class, and value of shares being transferred/issued
5. Consideration: Payment terms and valuation details
6. Completion Mechanics: Process and requirements for completing the share transfer
7. Warranties and Representations: Standard warranties from both parties
8. Governing Law and Jurisdiction: Confirmation of applicable law and courts
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale
3. Pre-emption Rights: Rights of existing shareholders to purchase new shares
4. Board Appointment Rights: Rights to appoint directors based on shareholding
1. Schedule 1 - Share Capital Table: Current and post-completion shareholding structure
2. Schedule 2 - Warranties: Detailed warranties given by the parties
3. Schedule 3 - Completion Requirements: Detailed list of completion deliverables
4. Appendix A - Board Resolutions: Required company resolutions approving the transaction
5. Appendix B - Share Certificate Forms: Pro-forma share certificates to be issued
Authors
Articles
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Directors
Encumbrance
Equity Securities
Events of Default
Existing Shareholders
Fair Market Value
Group
Intellectual Property Rights
Investment Amount
Investor
Law
Material Adverse Change
New Shares
Ordinary Shares
Parties
Preference Shares
Purchase Price
Related Party
Relevant Securities
Reserved Matters
Sale Shares
Share Capital
Shareholder(s)
Shareholders' Agreement
Shares
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Warranties
Working Day
Share Transfer
Consideration
Payment Terms
Completion
Conditions Precedent
Warranties and Representations
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Appointment Rights
Voting Rights
Dividend Rights
Information Rights
Restrictive Covenants
Confidentiality
Non-Competition
Non-Solicitation
Transfer Restrictions
Right of First Refusal
Reserved Matters
Anti-Dilution Protection
Exit Provisions
Default
Deadlock Resolution
Put and Call Options
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
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