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Equity Participation Agreement
"I need an Equity Participation Agreement for a Singapore tech startup where a foreign venture capital firm will acquire 15% shareholding for SGD 2.5 million, with completion planned for March 2025, including standard minority protection rights and board seat provisions."
1. Parties: Identification and details of all parties to the agreement
2. Background: Context and purpose of the equity participation arrangement
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed to
5. Payment Terms: Payment schedule and method for the shares
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Completion: Conditions precedent and completion mechanics
8. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake - include when protecting minority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale - include when majority shareholders need exit flexibility
3. Anti-Dilution Provisions: Protection against dilution from future share issuances - include for venture capital or strategic investments
4. Board Representation: Rights to appoint directors - include for significant shareholders
1. Share Capital Structure: Current and post-investment shareholding details
2. Conditions Precedent: List of conditions to be satisfied before completion
3. Form of Share Certificate: Template of share certificate to be issued
4. Shareholders' Agreement: Attached or referenced shareholders' agreement
5. Company Constitution: Current constitution or articles of association
Authors
Business Day
Board
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitution
Encumbrance
Existing Shareholders
Governmental Authority
Investment Amount
Investor Shares
Material Adverse Change
New Shares
Ordinary Shares
Party
Parties
Purchase Price
Related Corporation
Relevant Securities
Share Capital
Shareholders Agreement
Shares
Singapore
Subscription Price
Subscription Shares
SGD
S$
Target Company
Transaction Documents
Transfer
Warranties
Consideration
Conditions Precedent
Completion
Representations and Warranties
Pre-Completion Obligations
Post-Completion Obligations
Confidentiality
Share Rights and Restrictions
Board Representation
Management Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Non-Competition
Non-Solicitation
Transfer Restrictions
Pre-emptive Rights
Dividend Rights
Exit Rights
Indemnification
Assignment
Notices
Costs and Expenses
Force Majeure
Entire Agreement
Amendments
Severability
Waiver
Governing Law
Dispute Resolution
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