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Warrant Purchase Agreement
"I need a Warrant Purchase Agreement for my UK-based technology startup to issue warrants to a venture capital investor, with an exercise period of 5 years and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of the parties entering into the agreement, including full legal names and registered addresses
2. Background/Recitals: Context of the warrant issuance and key commercial understanding between parties
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Purchase and Sale of Warrants: Core terms of the warrant purchase, including number of warrants, purchase price, and payment terms
5. Exercise of Warrants: Terms and conditions for exercising the warrants, including exercise price and period
6. Representations and Warranties: Standard representations from both parties regarding authority, capacity, and compliance
7. Covenants: Ongoing obligations of the parties during the warrant term
8. Transfer Restrictions: Limitations on the transfer of warrants to third parties
9. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Registration Rights: Rights to register underlying shares for public trading - include when warrants are exercisable for shares that may need to be registered with regulatory authorities
2. Anti-dilution Provisions: Protections against dilution of warrant value - include when warrantholder requires protection against future share issuances
3. Tag-Along Rights: Right to participate in future sales - include when warrantholder wants protection in case of company sale
4. Information Rights: Rights to receive company information - include when warrantholder requires ongoing access to company information
1. Form of Warrant Certificate: Template of the actual warrant certificate to be issued
2. Exercise Notice: Form to be completed when exercising warrants
3. Shareholders' Agreement: Agreement governing relationship between shareholders following warrant exercise
4. Company Information: Key company details including capital structure
5. Calculation Methods: Detailed methods for calculating adjustments to warrant terms
Authors
Agreement
Articles of Association
Board
Business Day
Completion
Completion Date
Confidential Information
Directors
Effective Date
Exercise Notice
Exercise Period
Exercise Price
Fully Diluted Share Capital
Group
Issue Price
Law
Material Adverse Change
Ordinary Shares
Party/Parties
Permitted Transferee
Purchase Price
Regulatory Authority
Reserved Matter
Securities
Share Capital
Shareholders
Shareholders' Agreement
Strike Price
Subscription Rights
Term
Transfer
Warrant Certificate
Warrant Holder
Warrant Register
Warrant Shares
Warrants
Exercise Rights
Exercise Price and Period
Payment Terms
Representations and Warranties
Covenants
Anti-dilution Protection
Transfer Restrictions
Registration Rights
Information Rights
Voting Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Notices
Assignment
Amendments
Waiver
Termination
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Severability
Further Assurance
Costs and Expenses
Counterparts
Third Party Rights
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