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Equity Commitment Agreement Template for Philippines

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Key Requirements PROMPT example:

Equity Commitment Agreement

"I need an Equity Commitment Agreement for a Series A investment where a Singapore-based venture capital firm will invest PHP 50 million in my Philippine technology startup, with the investment to be completed by March 2025 and including standard minority investor protections."

Document background
The Equity Commitment Agreement is a crucial document in Philippine corporate transactions, typically used when an investor intends to make a significant equity investment in a company but requires certain conditions to be met before the actual investment takes place. The agreement, governed by Philippine law and regulated under the Revised Corporation Code and Securities Regulation Code, provides a legally binding framework that outlines the investor's commitment to fund, conditions precedent to investment, representations and warranties, and closing mechanics. It is particularly important in staged investments, corporate restructurings, or when regulatory approvals are needed before completing the equity investment. The document serves to protect both the investor's interests by specifying conditions for the investment and the company's interests by securing a firm commitment for funding.
Suggested Sections

1. Parties: Identification of the investor(s), the company, and any other relevant parties to the agreement

2. Background: Context of the transaction, including the company's current status and purpose of the equity commitment

3. Definitions: Key terms used throughout the agreement

4. Equity Commitment: Details of the investment amount, form of investment, and timing of the commitment

5. Conditions Precedent: Conditions that must be satisfied before the investment obligation becomes binding

6. Closing Mechanics: Process and requirements for completing the investment, including timing and documentation

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of the parties before and after closing

9. Term and Termination: Duration of the commitment and circumstances allowing early termination

10. Confidentiality: Obligations regarding the protection of confidential information

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

12. Notices: Process and requirements for formal communications between parties

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

Optional Sections

1. Anti-Dilution Protection: Provisions protecting the investor's ownership percentage, used when there are concerns about future dilutive issuances

2. Tag-Along Rights: Rights allowing the investor to join in any sale of shares by other shareholders, important for minority investor protection

3. Regulatory Compliance: Specific provisions addressing compliance with Philippine regulatory requirements, needed when the investment triggers regulatory oversight

4. Foreign Investment Provisions: Special provisions required when the investor is foreign, addressing Foreign Investment Act compliance

5. Tax Matters: Specific provisions on tax responsibilities and arrangements, important for complex tax structures

6. Force Majeure: Provisions addressing unforeseen circumstances preventing performance, important in uncertain economic conditions

7. Step-In Rights: Rights allowing the investor to take control under specific circumstances, used in strategic investments

Suggested Schedules

1. Schedule 1 - Investment Amount and Payment Terms: Detailed breakdown of the investment amount, payment schedule, and mechanics

2. Schedule 2 - Conditions Precedent Checklist: Comprehensive list of all conditions that must be satisfied before closing

3. Schedule 3 - Corporate Information: Details of the company's corporate structure, capitalization, and ownership

4. Schedule 4 - Form of Shareholders Agreement: Draft or key terms of the shareholders agreement to be executed at closing

5. Schedule 5 - Disclosure Schedule: Exceptions and qualifications to the representations and warranties

6. Appendix A - Required Corporate Approvals: List of required board, shareholder, and regulatory approvals

7. Appendix B - Closing Documents: List and forms of all documents required for closing

8. Appendix C - Compliance Certificates: Forms of compliance certificates to be delivered at closing

Authors

Alex Denne

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

Relevant legal definitions















































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Relevant Industries

Private Equity

Venture Capital

Financial Services

Technology

Real Estate

Manufacturing

Infrastructure

Energy

Healthcare

Telecommunications

E-commerce

Agriculture

Mining

Retail

Transportation

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Executive Management

Board of Directors

Corporate Secretariat

Treasury

Strategy

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Investment Director

Private Equity Partner

Venture Capital Manager

Corporate Lawyer

Investment Banker

Financial Controller

Business Development Director

Strategy Director

M&A Manager

Investment Analyst

Compliance Officer

Board Member

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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