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Equity Contribution Agreement
"I need an Equity Contribution Agreement under Irish law where a private equity firm will contribute €5 million to a renewable energy company in exchange for 25% shareholding, with completion expected by March 2025 and including tag-along rights."
1. Parties: Identification of all parties to the agreement, including the contributor(s) and the receiving entity
2. Background: Recitals explaining the context and purpose of the equity contribution
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Equity Contribution: Core terms of the contribution, including amount, form, and nature of the equity being contributed
5. Payment Terms: Timing and mechanics of the equity contribution payment
6. Conditions Precedent: Conditions that must be satisfied before the contribution becomes effective
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Contributor Undertakings: Specific commitments and obligations of the contributing party
9. Company Undertakings: Specific commitments and obligations of the receiving company
10. Closing Mechanics: Detailed process for completing the contribution
11. Notices: Process and requirements for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction for disputes
13. Boilerplate Provisions: Standard contractual provisions including entire agreement, severability, and amendments
1. Anti-dilution Protection: Provisions protecting the contributor's equity stake from future dilution, used when specifically negotiated
2. Tag-Along Rights: Rights allowing the contributor to join in any future sale of shares, relevant for minority investors
3. Drag-Along Rights: Rights forcing the contributor to join in any future sale of shares, relevant for majority shareholders
4. Board Appointment Rights: Rights to appoint directors, used when the contribution gives significant ownership
5. Information Rights: Rights to receive company information and financials, important for significant investments
6. Pre-emptive Rights: Rights related to future share issues, used to protect against dilution
7. Tax Provisions: Specific tax-related provisions, included when there are complex tax implications
8. Security Arrangements: Details of any security provided for the contribution, if applicable
1. Schedule 1 - Contribution Details: Detailed breakdown of the equity contribution amount, form, and calculation
2. Schedule 2 - Conditions Precedent: Comprehensive list of all conditions that must be met before closing
3. Schedule 3 - Warranties: Detailed warranties given by both parties
4. Schedule 4 - Company Information: Key details about the company including capital structure and existing shareholders
5. Schedule 5 - Completion Requirements: Checklist of all documents and actions required for completion
6. Schedule 6 - Form of Shareholders' Resolution: Template for required shareholder resolutions
7. Schedule 7 - Form of Board Resolution: Template for required board resolutions
8. Appendix A - Share Certificate Form: Template for new share certificates to be issued
9. Appendix B - Payment Instructions: Detailed banking and payment information
Authors
Financial Services
Technology
Real Estate
Infrastructure
Healthcare
Manufacturing
Energy
Telecommunications
Professional Services
Construction
Mining
Renewable Energy
Biotechnology
Transportation
Retail
Legal
Finance
Corporate Development
Treasury
Compliance
Risk Management
Investment
Corporate Secretariat
Tax
Strategy
Chief Financial Officer
Legal Counsel
Investment Director
Corporate Finance Manager
Company Secretary
Finance Director
Investment Manager
Treasury Manager
Chief Executive Officer
Investment Analyst
Corporate Development Manager
Financial Controller
General Counsel
Compliance Officer
Risk Manager
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