The Equity Commitment Agreement is a crucial document in Canadian corporate finance transactions, used when an investor agrees to provide equity financing to a company. It serves as a binding commitment outlining the terms under which the investor will provide capital, typically in exchange for shares or other equity securities. The agreement is particularly important in complex transactions where funding may be contingent on certain conditions or where the actual investment may occur in stages. Subject to Canadian federal and provincial securities laws, it must comply with applicable regulatory requirements, including prospectus exemptions under National Instrument 45-106 and, where relevant, Investment Canada Act approvals for foreign investors. The document typically includes detailed provisions on the commitment amount, conditions precedent, closing mechanics, representations and warranties, and termination rights. It's commonly used in private equity investments, venture capital financing, strategic corporate investments, and other significant equity financing transactions.
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1. Parties: Identification of the investor(s) making the equity commitment and the recipient company
2. Background: Context of the transaction, including the purpose of the equity commitment and any related transactions
3. Definitions: Key terms used throughout the agreement
4. Equity Commitment: Core section detailing the amount, type of equity securities, and terms of the commitment
5. Conditions Precedent: Conditions that must be satisfied before the investor is obligated to fund
6. Closing: Mechanics and timing of the funding, including closing deliverables
7. Representations and Warranties: Standard representations from both parties, including authority, enforceability, and compliance with laws
8. Covenants: Ongoing obligations of the parties prior to and after closing
9. Termination: Circumstances under which the agreement may be terminated and the consequences
10. Indemnification: Obligations to indemnify for breaches and other specified events
11. Confidentiality: Provisions regarding the confidential treatment of the agreement and related information
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate provisions including governing law, amendments, assignment, and counterparts
1. Regulatory Approvals: Required when the investment triggers regulatory review requirements under Investment Canada Act or Competition Act
2. Security Interest: Used when the commitment is secured by company assets or other collateral
3. Co-Investment Rights: Included when other investors have rights to participate in the investment
4. Board Nomination Rights: When the investor receives rights to nominate directors as part of the investment
5. Registration Rights: Included when the investor receives rights to require registration of securities for public sale
6. Tax Matters: Specific tax-related provisions when the investment has particular tax implications or requirements
7. Foreign Investment Provisions: Required for non-Canadian investors subject to Investment Canada Act requirements
1. Form of Subscription Agreement: Standard form agreement for the actual subscription of shares
2. Disclosure Schedule: Exceptions and disclosures relating to representations and warranties
3. Corporate Approvals: Required corporate resolutions and approvals
4. Capitalization Table: Pre and post-investment capitalization of the company
5. Form of Securities: Terms and conditions of the equity securities being issued
6. Closing Checklist: List of all required closing deliverables and actions
7. Form of Legal Opinions: Required forms of legal opinions to be delivered at closing
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