The Private Equity Agreement serves as the primary transaction document for private equity investments in Belgium, structured to comply with Belgian corporate law and relevant EU regulations. This document is typically used when a private equity firm or investment group seeks to acquire a significant stake in a target company, whether as a majority or minority investor. It encompasses crucial elements such as investment terms, shareholder rights, governance provisions, exit mechanisms, and regulatory compliance requirements. The agreement must address specific Belgian legal requirements, including those set forth in the Belgian Companies and Associations Code, while also considering EU-wide regulations such as the Alternative Investment Fund Managers Directive. The document is essential for protecting investor interests while establishing clear operational and governance frameworks for the investment.
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1. Parties: Identification of all parties to the agreement, including the investment company, investors, and any other relevant stakeholders
2. Background: Context of the transaction, including company history, purpose of the investment, and current capitalization
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Investment Terms: Details of the investment amount, valuation, and securities to be issued
5. Subscription and Payment: Mechanics of how and when the investment will be made
6. Representations and Warranties: Statements of fact and assurances from both the company and the investors
7. Conditions Precedent: Conditions that must be satisfied before the investment closes
8. Closing Mechanics: Specific steps and requirements for completing the investment
9. Shareholder Rights: Voting rights, board representation, and other governance matters
10. Transfer Restrictions: Limitations on the transfer of shares and related rights of first refusal
11. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds
12. Information Rights: Investors' rights to receive financial and other company information
13. Confidentiality: Obligations regarding confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Tag-Along Rights: Used when investors want the right to join in any sale of shares by other shareholders
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Liquidation Preference: Include for preferred share investments to specify priority in liquidation events
4. Management Provisions: Used when the investment includes specific management requirements or changes
5. Employee Stock Option Pool: Include when establishing or modifying an employee share scheme
6. Strategic Collaboration: Used when the investment includes strategic partnership elements
7. Environmental, Social and Governance (ESG): Include when specific ESG requirements are part of the investment terms
8. Exit Rights: Used to specify specific exit mechanisms or requirements
9. Founder Commitments: Include when founders are making specific commitments or are subject to vesting
1. Capitalization Table: Current and post-investment share ownership structure
2. Investment Securities Terms: Detailed terms of the securities being issued
3. Disclosure Schedule: Exceptions and disclosures to the representations and warranties
4. Form of Shareholders' Agreement: Draft of the shareholders' agreement to be executed at closing
5. Corporate Documents: Copies of key corporate documents including articles of association
6. Business Plan: Company's business plan and financial projections
7. Management Accounts: Recent financial statements and management accounts
8. Key Performance Indicators: Agreed metrics for monitoring company performance
9. Required Corporate and Regulatory Approvals: List of necessary approvals and their status
10. Form of Board Resolutions: Template resolutions for approving the investment
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