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Equity Commitment Agreement
"I need an Equity Commitment Agreement governed by Singapore law for a Series B investment of SGD 25 million into a fintech startup, with specific provisions for board representation and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of the investor and the company/entity receiving investment
2. Background: Context of the investment and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Equity Commitment: Details of the investment amount, timing, and conditions
5. Conditions Precedent: Prerequisites for the investment to proceed
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Closing Mechanics: Process and requirements for completing the investment
8. Covenants: Ongoing obligations of the parties
9. Termination: Circumstances under which the agreement may be terminated
10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Anti-dilution Provisions: Protection against future dilution of investment value, used when investor requires protection against future fundraising rounds
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, typically included for minority investor protection
3. Board Representation: Rights to appoint directors, included for significant investments requiring governance rights
4. Information Rights: Rights to receive periodic financial and operational information, typically included for major investors
5. Pre-emptive Rights: Rights to participate in future funding rounds, included when investors want to maintain their ownership percentage
1. Schedule 1 - Capitalization Table: Current and post-investment ownership structure
2. Schedule 2 - Form of Subscription Agreement: Template agreement for actual share subscription
3. Schedule 3 - Corporate Approvals: Required board and shareholder resolutions
4. Schedule 4 - Disclosure Schedule: Exceptions to representations and warranties
5. Schedule 5 - Conditions Precedent: Detailed list of conditions to be satisfied before closing
Authors
Agreement
Business Day
Closing
Closing Date
Commitment Amount
Commitment Period
Companies Act
Conditions Precedent
Confidential Information
Default Event
Encumbrance
Equity Securities
Existing Shareholders
Governmental Authority
Investment
Investment Documents
Law
Laws
Material Adverse Effect
New Securities
Notice
Ordinary Shares
Party
Parties
Person
Preference Shares
Regulatory Approvals
Related Party
Representatives
Securities
SGX
Shareholder Agreement
Shares
Subscription Agreement
Subscription Price
Target Company
Transaction Documents
Warranties
Conditions Precedent
Closing Conditions
Funding Mechanics
Representations and Warranties
Covenants
Investment Terms
Anti-dilution Rights
Tag-Along Rights
Drag-Along Rights
Board Representation
Information Rights
Pre-emptive Rights
Transfer Restrictions
Confidentiality
Non-Competition
Non-Solicitation
Termination
Events of Default
Remedies
Indemnification
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Entire Agreement
Severability
Waiver
Further Assurance
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