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Equity Commitment Agreement Template for Netherlands

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Key Requirements PROMPT example:

Equity Commitment Agreement

"I need an Equity Commitment Agreement under Dutch law for a single investor committing €10 million to my tech startup, with the investment to be made in three tranches throughout 2025 based on achieving specific development milestones."

Document background
The Equity Commitment Agreement serves as a cornerstone document in corporate finance transactions under Dutch law, typically used in private equity investments, corporate restructurings, or project finance scenarios. This agreement is essential when an investor or group of investors commits to providing equity funding but the actual investment will occur at a future date or in phases. The document details the commitment amount, conditions for drawdown, representations and warranties, and the mechanics of the investment process. It must comply with Dutch corporate law requirements, including those related to share capital, corporate governance, and financial supervision. The agreement is particularly important in transactions where certainty of funding is crucial, such as in acquisition financing or project development. It often works in conjunction with other transaction documents such as share purchase agreements, shareholders' agreements, or facility agreements.
Suggested Sections

1. Parties: Identification of the commitment provider(s) and the recipient entity/company

2. Background: Context of the transaction, including the purpose of the equity commitment and reference to any related transactions

3. Definitions: Definitions of key terms used throughout the agreement

4. Equity Commitment: Core section detailing the amount, nature, and form of the equity commitment

5. Conditions Precedent: Conditions that must be satisfied before the equity commitment becomes effective

6. Funding Mechanics: Process and timing for providing the committed funds

7. Representations and Warranties: Standard representations and warranties from both parties

8. Covenants: Ongoing obligations of the parties until the commitment is fulfilled

9. Term and Termination: Duration of the commitment and circumstances under which it may be terminated

10. Confidentiality: Provisions regarding the confidential treatment of the agreement and related information

11. Notices: Process and details for formal communications between parties

12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

13. Miscellaneous: Standard boilerplate provisions including amendments, assignments, and severability

Optional Sections

1. Security: Include when the commitment requires specific security arrangements or guarantees

2. Regulatory Approvals: Include when the commitment is subject to regulatory clearances

3. Step-in Rights: Include when commitment provider requires rights to take control under specific circumstances

4. Anti-dilution Protection: Include when commitment provider requires protection against future dilution

5. Tag-along Rights: Include when commitment provider requires right to join in future sales

6. Pre-emptive Rights: Include when commitment provider requires rights to participate in future funding rounds

7. Force Majeure: Include when parties want specific provisions for unforeseen circumstances affecting the commitment

8. Tax Provisions: Include when specific tax implications need to be addressed

Suggested Schedules

1. Form of Drawdown Notice: Template for requesting funds under the commitment

2. Conditions Precedent Documents: List of required documents and confirmations

3. Corporate Authority Documents: List of required corporate approvals and resolutions

4. Shareholding Structure: Current and post-investment shareholding structure

5. Form of Subscription Agreement: Template agreement for actual share subscription when commitment is called

6. Investment Timeline: Detailed schedule of investment tranches and milestones if applicable

7. Required Regulatory Filings: List of necessary regulatory submissions and approvals

8. Related Transaction Documents: List and/or copies of other transaction documents referenced in the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































Clauses































Relevant Industries

Private Equity

Venture Capital

Real Estate

Infrastructure

Technology

Healthcare

Manufacturing

Financial Services

Energy

Telecommunications

Professional Services

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Risk Management

Compliance

Corporate Secretariat

Investment

Tax

Strategy

Relevant Roles

Chief Financial Officer

General Counsel

Investment Director

Corporate Finance Manager

M&A Director

Private Equity Partner

Investment Manager

Legal Counsel

Finance Director

Transaction Manager

Corporate Development Director

Treasury Manager

Risk Manager

Compliance Officer

Company Secretary

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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