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Equity Distribution Agreement
"I need an Equity Distribution Agreement for my fintech company based in Manila, which will appoint ABC Securities Inc. as distributor for a planned share issuance in March 2025, with special provisions for online distribution platforms and compliance with Philippine foreign ownership restrictions."
1. Parties: Identifies the issuer, distributor, and any other relevant parties to the agreement
2. Background: Describes the context of the agreement, including the issuer's business and intention to distribute equity securities
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the distributor's appointment and defines the scope of their authority
5. Securities Description: Details the equity securities to be distributed, including class, rights, and restrictions
6. Distribution Terms: Specifies the terms and conditions for distribution, including pricing mechanism and distribution period
7. Representations and Warranties: Contains representations and warranties from both parties
8. Compliance Requirements: Outlines compliance obligations under Philippine securities laws and regulations
9. Commission and Payment Terms: Details the compensation structure and payment terms for the distributor
10. Term and Termination: Specifies the duration of the agreement and termination provisions
11. Confidentiality: Establishes confidentiality obligations regarding sensitive information
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and establishes jurisdiction for disputes
13. General Provisions: Contains standard boilerplate provisions including notices, amendments, and assignment
1. Foreign Ownership Compliance: Required when the distribution involves foreign investors, addressing compliance with Philippine foreign ownership restrictions
2. Online Distribution Provisions: Include when distribution will occur through online platforms or digital means
3. Market Making Obligations: Include when the distributor will act as a market maker for the securities
4. Lock-up Provisions: Include when there are restrictions on the timing of security sales by certain holders
5. Registration Rights: Include when certain security holders are granted rights to require registration of their securities
6. Co-Sale Rights: Include when existing shareholders are granted rights to participate in the distribution
7. Anti-dilution Provisions: Include to protect certain investors from dilution in specific circumstances
1. Schedule A - Securities Details: Detailed description of the securities, including terms, conditions, and rights attached
2. Schedule B - Pricing Mechanism: Detailed methodology for determining the price of securities
3. Schedule C - Distribution Territory: Geographic areas where the securities may be distributed
4. Schedule D - Commission Structure: Detailed breakdown of commission calculations and payment terms
5. Schedule E - Marketing Materials: Approved forms and templates for marketing the securities
6. Schedule F - Compliance Procedures: Detailed procedures for ensuring compliance with securities laws
7. Schedule G - Key Personnel: List of key personnel responsible for distribution activities
8. Appendix 1 - Required Regulatory Disclosures: Standard disclosures required under Philippine securities laws
9. Appendix 2 - Form of Subscription Agreement: Template agreement for subscribers of the securities
Authors
Financial Services
Investment Banking
Securities Trading
Corporate Services
Legal Services
Banking
Technology (for fintech platforms)
Real Estate Investment Trusts
Energy
Infrastructure
Manufacturing
Telecommunications
Legal
Compliance
Corporate Finance
Investment Banking
Risk Management
Treasury
Corporate Secretarial
Investor Relations
Business Development
Securities Trading
Corporate Planning
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Compliance Officer
Investment Banking Director
Securities Distribution Manager
Corporate Finance Manager
Legal Counsel
Risk Management Officer
Business Development Director
Treasury Manager
Investor Relations Manager
Corporate Planning Director
Securities Trading Manager
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