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Equity Contribution Agreement
"I need an Equity Contribution Agreement under Austrian law for a tech startup receiving a 鈧2M cash contribution from a venture capital investor in exchange for 15% equity, with specific focus on anti-dilution protection and information rights."
1. Parties: Identification of the contributing party/parties and the receiving company, including full legal names, registration details, and addresses
2. Background: Context of the transaction, including company status, purpose of contribution, and existing shareholder structure
3. Definitions: Key terms used throughout the agreement, including Contribution, Closing Date, Shares, etc.
4. Contribution and Issuance: Details of the equity contribution and corresponding shares/rights to be issued
5. Consideration: Description of shares or rights received in exchange for the contribution
6. Closing: Conditions precedent, closing mechanics, and timing
7. Representations and Warranties: Standard representations by both contributor and company regarding authority, ownership, and compliance
8. Covenants: Ongoing obligations of the parties before and after closing
9. Tax Matters: Allocation of tax liabilities and responsibilities
10. Notices: Communication procedures between parties
11. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, amendments
1. Anti-dilution Protection: Used when the contributor requires protection against future share issuances
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
3. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
4. Board Representation: Used when the contribution grants rights to board representation
5. Information Rights: Include when contributors require specific information access rights
6. Pre-emptive Rights: Used when existing shareholders should have priority rights in future share issuances
7. Non-competition and Non-solicitation: Include when contributors are strategic investors or industry players
1. Shareholder Resolution: Corporate approval for the capital increase and share issuance
2. Contribution Schedule: Detailed description of the assets/cash being contributed
3. Ownership Structure: Pre and post-contribution capitalization table
4. Form of Share Certificate: Template for new share certificates to be issued
5. Required Governmental Approvals: List of regulatory approvals needed for the contribution
6. Closing Checklist: List of documents and actions required for closing
7. Form of Contribution Certificate: Template for confirming receipt and acceptance of contribution
Authors
Technology
Real Estate
Manufacturing
Financial Services
Healthcare
Energy
Infrastructure
Professional Services
Retail
Telecommunications
Life Sciences
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Board Secretariat
Treasury
Investor Relations
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Managing Director
Finance Director
Legal Counsel
Corporate Development Manager
Investment Manager
Board Member
Shareholder Relations Manager
Compliance Officer
Tax Director
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