The Private Equity Agreement serves as the principal document governing institutional investment in private companies within the Indian jurisdiction. It is utilized when a private equity fund or similar institutional investor seeks to make a significant equity investment in a target company. The agreement must comply with Indian regulatory framework, including the Companies Act 2013, SEBI regulations, and foreign investment norms where applicable. It typically includes detailed provisions on investment terms, governance rights, minority protection, exit mechanisms, and representations and warranties. The document is essential for both domestic and cross-border private equity transactions, requiring careful consideration of sector-specific regulations, foreign investment restrictions, and tax implications under Indian law.
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1. Parties: Identification of the investing entity, target company, promoters, and other key stakeholders
2. Background: Context of the transaction, including company history and investment rationale
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Investment Terms: Details of investment amount, valuation, and securities being issued
5. Conditions Precedent: Conditions that must be satisfied before investment completion
6. Completion Mechanics: Step-by-step process for closing the investment transaction
7. Representations and Warranties: Statements of fact and assurances from the company and promoters
8. Covenants: Ongoing obligations of the company and promoters
9. Board Composition and Governance: Board structure, appointment rights, and corporate governance framework
10. Reserved Matters: Decisions requiring investor consent
11. Information and Inspection Rights: Investor's rights to company information and inspection
12. Transfer Restrictions: Limitations on transfer of shares by parties
13. Exit Rights: Mechanisms for investor exit including IPO, strategic sale, and put options
14. Events of Default: Circumstances constituting default and consequences
15. Indemnification: Protection against losses due to breach or misrepresentation
16. Confidentiality: Protection of confidential information
17. Dispute Resolution: Mechanism for resolving disputes between parties
18. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
19. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Rights of investor to join in sale of shares by promoters - included when minority investor protection is crucial
2. Drag-Along Rights: Rights to force other shareholders to join in sale - included for majority investors
3. Anti-Dilution Protection: Protection against value dilution in down rounds - included for most VC/PE investments
4. ESOP Pool: Employee stock option provisions - included when company has/plans employee stock programs
5. Founder/Key Employee Obligations: Non-compete and non-solicit provisions - included when founder retention is crucial
6. Strategic Rights: Special rights for strategic investors - included for industry-specific investors
7. Multiple Closing Provisions: Mechanics for multiple investment tranches - included for staged investments
8. Foreign Investment Compliance: Special provisions for foreign investors - included when investor is foreign entity
1. Schedule 1: Capital Structure: Pre and post-investment shareholding pattern
2. Schedule 2: Conditions Precedent: Detailed list of conditions to be satisfied before completion
3. Schedule 3: Warranties: Detailed warranties given by company and promoters
4. Schedule 4: Reserved Matters: Comprehensive list of investor consent matters
5. Schedule 5: Completion Schedule: Detailed steps for completion and required documentation
6. Schedule 6: Company Information: Key company details including financials, material contracts, and assets
7. Schedule 7: Disclosure Schedule: Exceptions to warranties and representations
8. Schedule 8: Key Employees: List of key employees and their terms of employment
9. Appendix A: Form of Legal Opinion: Format of legal opinion to be provided at completion
10. Appendix B: Board Resolution Format: Format of required corporate authorizations
11. Appendix C: Employment Agreements: Format of key employee agreements
12. Appendix D: Constitutional Documents: Amended articles of association and other corporate documents
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