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Private Equity Investment Agreement Template for Canada

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Key Requirements PROMPT example:

Private Equity Investment Agreement

"I need a Private Equity Investment Agreement for a $50 million investment into a Canadian technology startup, with the investor requiring board representation and specific anti-dilution protections, targeting completion by March 2025."

Document background
The Private Equity Investment Agreement is a crucial document used when a private equity firm or investor seeks to make a significant investment in a target company in Canada. This agreement is essential for transactions where investors acquire a substantial equity stake while ensuring compliance with Canadian federal and provincial regulations. The document comprehensively addresses investment terms, governance rights, shareholder protections, and exit mechanisms, while incorporating specific Canadian legal requirements such as provincial securities laws and federal investment regulations. It's particularly important for establishing clear rights and obligations between the investing entity and the target company, including board representation, management control, financial reporting requirements, and future exit strategies. The agreement must be carefully structured to account for Canadian-specific considerations such as the Investment Canada Act for foreign investments and provincial securities regulations.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, investors, and any guarantors

2. Background: Context of the transaction, including company overview and investment purpose

3. Definitions: Comprehensive definitions of terms used throughout the agreement

4. Investment Terms: Details of the investment amount, share class, price per share, and payment mechanics

5. Conditions Precedent: Conditions that must be satisfied before the investment is completed

6. Completion Mechanics: Process and requirements for closing the investment

7. Representations and Warranties: Statements of fact and assurances from the company and key shareholders

8. Investor Rights: Specific rights granted to investors, including board representation and information rights

9. Transfer Restrictions: Limitations on the transfer of shares and related procedures

10. Pre-emptive Rights: Rights of existing shareholders to participate in future funding rounds

11. Tag-Along and Drag-Along Rights: Rights relating to future sale scenarios and exit mechanisms

12. Corporate Governance: Board composition, voting rights, and reserved matters requiring investor consent

13. Covenants: Ongoing obligations of the company and other parties

14. Events of Default: Circumstances constituting default and consequences

15. Exit Provisions: Mechanisms and timing for investor exit, including IPO and sale provisions

16. Confidentiality: Obligations regarding confidential information

17. Notices: Process for formal communications between parties

18. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendment procedures

Optional Sections

1. Anti-Dilution Protection: Protection for investors against future down rounds, included when specifically negotiated

2. Multiple Closing Provisions: Used when the investment will be made in multiple tranches or rounds

3. Management Rights: Specific provisions for investor involvement in management, included for active investors

4. Employee Matters: Provisions regarding employee stock options and management incentives, included when relevant to the investment structure

5. Regulatory Compliance: Special provisions for regulated industries or when specific regulatory approvals are required

6. Tax Matters: Specific tax-related provisions, included when there are complex tax structures or international investors

7. Environmental Compliance: Included when the target company operates in environmentally sensitive sectors

8. Intellectual Property Protection: Detailed IP provisions when the company's value is heavily dependent on IP assets

Suggested Schedules

1. Schedule A - Share Capital: Details of the company's share capital structure pre and post-investment

2. Schedule B - Warranties: Detailed warranties given by the company and key shareholders

3. Schedule C - Conditions Precedent: Detailed list of all conditions to be satisfied before completion

4. Schedule D - Reserved Matters: List of decisions requiring investor consent

5. Schedule E - Company Information: Key company information including financial statements and material contracts

6. Schedule F - Form of Share Certificate: Template for share certificates to be issued

7. Schedule G - Management Accounts: Recent management accounts and financial projections

8. Schedule H - Disclosure Letter: Exceptions and qualifications to the warranties

9. Appendix 1 - Board Resolutions: Form of board resolutions approving the investment

10. Appendix 2 - Shareholder Resolutions: Form of shareholder resolutions required for the investment

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















































Clauses







































Relevant Industries

Technology

Manufacturing

Healthcare

Real Estate

Financial Services

Consumer Goods

Energy

Infrastructure

Telecommunications

Professional Services

Biotechnology

Agriculture

Mining

Clean Technology

Digital Media

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Compliance

Due Diligence

Investment

Risk Management

Corporate Governance

Executive Leadership

Relevant Roles

Private Equity Partner

Investment Director

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Due Diligence Officer

Compliance Officer

Corporate Development Director

Board Member

Managing Director

Transaction Advisory Manager

Investment Associate

Legal Counsel

Portfolio Manager

Industries










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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