Equity Commitment Agreement Template for United States

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Key Requirements PROMPT example:

Equity Commitment Agreement

"Need an Equity Commitment Agreement for a Series B investment round where our PE firm will commit $50M to a healthcare tech startup, with funding to be released in three tranches by March 2025, including standard anti-dilution and information rights provisions."

Document background
The Equity Commitment Agreement is a fundamental document in U.S. corporate finance transactions, typically used when an investor needs to formalize their commitment to provide equity funding. This agreement is particularly crucial in scenarios involving complex transactions, project financing, or corporate acquisitions where certainty of funding is essential. The document outlines specific details about the commitment, including amount, conditions, timing, and funding mechanics, while ensuring compliance with relevant securities regulations and corporate laws. It provides security to all parties involved by creating a legally binding obligation to fund under specified circumstances.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including legal names and addresses

2. Background/Recitals: Explains the context and purpose of the equity commitment

3. Definitions: Defines key terms used throughout the agreement

4. Commitment Amount: Specifies the exact amount of equity being committed

5. Conditions to Funding: Lists conditions that must be met before funding obligation arises

6. Funding Mechanics: Details how and when the funding will occur

7. Representations and Warranties: Standard declarations about the parties' capacity and authority

8. Term and Termination: Duration of the commitment and circumstances for termination

Optional Sections

1. Fee Arrangements: Details any fees payable in connection with the commitment

2. Security Provisions: Details any security or collateral arrangements

3. Regulatory Conditions: Specific regulatory requirements or approvals needed

Suggested Schedules

1. Form of Drawdown Notice: Template for requesting funds under the commitment

2. Conditions Precedent Checklist: List of required documents and conditions

3. Corporate Authority Documents: Evidence of authority to enter into agreement

4. Investment Structure Chart: Visual representation of investment structure

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Securities Act of 1933: Federal law governing initial public offerings and securities registration, requiring full disclosure of material information to investors

Securities Exchange Act of 1934: Federal law regulating secondary market trading, establishing SEC oversight and requiring ongoing reporting for public companies

Investment Company Act of 1940: Federal law regulating investment companies and mutual funds, establishing standards for investment vehicle operations

Regulation D: SEC rules providing exemptions for private placement offerings, including safe harbor provisions for raising capital

Rule 506: Safe harbor provision under Regulation D allowing private companies to raise unlimited capital from accredited investors

Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and investor qualification standards

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, often used as default corporate governance framework

Internal Revenue Code: Federal tax laws governing the tax implications of equity investments and corporate transactions

Investment Advisers Act of 1940: Federal law regulating investment advisers and their fiduciary duties to clients

Dodd-Frank Act: Comprehensive financial reform legislation affecting various aspects of investment and securities transactions

Hart-Scott-Rodino Act: Antitrust legislation requiring review of large transactions to prevent anti-competitive consolidation

CFIUS Regulations: Foreign investment regulations governing national security review of transactions involving foreign investors

ERISA: Employee benefits law affecting equity compensation and employee investment plans

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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