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Equity Stake Agreement
"I need an Equity Stake Agreement for a 15% minority investment in an Irish tech startup, with standard pre-emption rights and one board observer seat, planned for completion by March 2025."
1. Parties: Identification of all parties to the agreement, including the company, selling shareholders, and purchasing parties
2. Background: Context of the transaction, including current ownership structure and purpose of the equity transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and purchase price
5. Completion: Details of when and how the transfer will be completed, including conditions precedent and completion mechanics
6. Payment Terms: Structure and timing of payments, including any deferred consideration
7. Warranties and Representations: Standard warranties from both seller and purchaser regarding capacity, authority, and share ownership
8. Covenants and Undertakings: Ongoing obligations of the parties, including any restrictions on future share transfers
9. Share Rights: Description of the rights attached to the shares being transferred
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process for serving formal notices under the agreement
12. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and jurisdiction for disputes
1. Board Representation: Rights of the purchaser to appoint directors to the board (typically included for significant stakes)
2. Earn-out Provisions: Details of any performance-based additional payments (if part of the consideration is contingent)
3. Tag-Along Rights: Rights of minority shareholders to join in any future sale (typically for minority stake purchases)
4. Drag-Along Rights: Rights of majority shareholders to force minorities to join in a sale (typically for majority stake purchases)
5. Pre-emption Rights: Rights of existing shareholders regarding future share issues or transfers
6. Anti-dilution Protection: Provisions protecting the purchaser's percentage stake from dilution
7. Veto Rights: Specific matters requiring the purchaser's consent (for significant minority stakes)
8. Information Rights: Rights of the purchaser to receive company information and financial reports
9. Put and Call Options: Rights to force a sale or purchase of shares in specific circumstances
1. Share Capital Structure: Details of the company's current share capital structure and shareholding
2. Completion Requirements: List of documents and actions required for completion
3. Warranties: Detailed warranties given by the seller regarding the company and its business
4. Company Information: Key details about the company including registered office, directors, etc.
5. Deed of Adherence: Form of deed for the purchaser to adhere to any existing shareholders' agreement
6. Board Resolutions: Form of board resolutions approving the share transfer
7. Share Certificate: Form of new share certificate to be issued
8. Transfer Instrument: Form of share transfer instrument required under Irish law
Authors
Technology
Financial Services
Manufacturing
Real Estate
Healthcare
Retail
Energy
Communications
Professional Services
Agriculture
Construction
Transportation
Media and Entertainment
Education
Biotechnology
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Governance
Investment
Board of Directors
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Director
Legal Counsel
Company Secretary
Finance Director
Business Development Manager
Mergers & Acquisitions Manager
Investment Manager
Corporate Finance Manager
Risk Manager
Compliance Officer
Board Director
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