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Private Equity Investment Agreement
"I need a Private Equity Investment Agreement under Singapore law for a Series B investment of $10M into a healthcare technology company, with specific provisions for board representation and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of the investor(s) and investee company
2. Background: Context of the investment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Investment Terms: Details of investment amount, share class, and pricing
5. Conditions Precedent: Prerequisites before investment completion
6. Completion Mechanics: Process and timing of investment completion
7. Warranties and Representations: Standard assurances from both parties
8. Governance Rights: Board composition and voting rights
9. Exit Provisions: Terms for future sale or IPO
1. Anti-dilution Protection: Protection mechanisms for investors against future down rounds, typically used in early-stage investments with high valuation risk
2. Tag-Along Rights: Provisions allowing minority investors to join in sale of shares by other shareholders, used for minority investor protection
3. Drag-Along Rights: Provisions allowing majority investors to force other shareholders to join in sale, used when majority investors want exit flexibility
4. ROFR/ROFO: Rights of first refusal/offer on future share sales, used when parties want control over future ownership
1. Capitalization Table: Pre and post-investment shareholding structure
2. Warranties Schedule: Detailed company warranties
3. Corporate Information: Company details, directors, and key contracts
4. Business Plan: Company's strategic plan and financial projections
5. Form of Share Certificate: Template for new share certificates
Authors
Agreement
Anti-dilution Rights
Board
Business Day
Business Plan
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Adherence
Directors
Drag-Along Rights
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
IPO
Key Employees
Material Adverse Change
New Securities
Ordinary Shares
Parties
Pre-emption Rights
Preference Shares
Purchase Price
Reserved Matters
ROFR
Securities
Share Capital
Shareholders
Shareholders' Agreement
Subscription Shares
Tag-Along Rights
Target Company
Transaction Documents
Transfer
Valuation
Warranties
Consideration
Conditions Precedent
Completion
Warranties and Representations
Board Composition
Reserved Matters
Information Rights
Pre-emption Rights
Anti-dilution Protection
Tag-Along Rights
Drag-Along Rights
Exit Rights
Transfer Restrictions
Confidentiality
Non-Competition
Non-Solicitation
Dispute Resolution
Governing Law
Force Majeure
Indemnification
Amendment and Waiver
Assignment
Notices
Costs and Expenses
Termination
Entire Agreement
Severability
Further Assurance
Counterparts
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