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Investment For Equity Agreement
"I need an Investment For Equity Agreement for a Series A investment of AUD 2 million into my Australian technology startup, with provisions for board representation and anti-dilution protection for the venture capital investor who will be taking a 20% stake."
1. Parties: Identification of the investor(s) and the company, including ACN/ABN and registered addresses
2. Background: Context of the investment, including company's business and purpose of the investment
3. Definitions: Key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, payment terms, and conditions precedent
5. Share Issuance: Number and class of shares to be issued, price per share, and timing of issuance
6. Completion: Process and requirements for completing the investment transaction
7. Company Warranties: Representations and warranties given by the company regarding its status, operations, and financial position
8. Investor Warranties: Representations and warranties given by the investor regarding their capacity to invest
9. Confidentiality: Obligations regarding confidential information
10. Shareholder Rights: Basic rights attached to the shares being issued
11. Dispute Resolution: Process for resolving disputes between parties
12. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Board Representation: Rights of the investor to appoint directors - include when the investment size warrants board representation
2. Anti-dilution Protection: Provisions protecting the investor from dilution in future capital raises - typically included for significant investments
3. Tag-along Rights: Right of the investor to join in the sale of shares by other shareholders - important for minority investor protection
4. Drag-along Rights: Right of majority shareholders to force minority shareholders to join in a sale - include when requested by major investors
5. Dividend Rights: Special dividend rights or preferences - include when negotiated as part of the investment terms
6. Information Rights: Rights to receive specific company information and reports - important for significant investments
7. Pre-emptive Rights: Rights to participate in future share issues - typically included for substantial investments
8. Vesting Provisions: If shares are subject to vesting conditions - typically used for founder or employee investments
1. Schedule 1 - Company Details: Detailed information about the company including corporate structure, subsidiaries, and material contracts
2. Schedule 2 - Capital Structure: Complete breakdown of the company's share capital before and after the investment
3. Schedule 3 - Warranties: Detailed list of company warranties and any limitations
4. Schedule 4 - Key Terms of Issue: Detailed terms of the share class being issued including rights and restrictions
5. Schedule 5 - Completion Checklist: List of actions and documents required for completion
6. Appendix A - Share Certificate: Pro forma share certificate to be issued
7. Appendix B - Board Resolution: Pro forma board resolution approving the share issue
8. Appendix C - Deed of Accession: If required for existing shareholders agreement
Authors
Applicable Law
ASIC
Board
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Corporations Act
Directors
Disclosed
Due Diligence Materials
Encumbrance
Existing Shareholders
Financial Year
Fully Diluted Basis
Group
GST
Intellectual Property Rights
Investment Amount
Investor Shares
Issue Price
Key Employees
Material Adverse Change
Material Contracts
New Shares
Ordinary Shares
Pre-Money Valuation
Post-Money Valuation
Related Body Corporate
Related Party
Relevant Interest
Representative
Securities
Share Capital
Shareholders Agreement
Shares
Subsidiary
Tax
Transaction Documents
Warranties
Conditions Precedent
Investment Terms
Share Subscription
Payment Terms
Completion Obligations
Pre-Completion Covenants
Post-Completion Covenants
Company Warranties
Investor Warranties
Board Composition
Information Rights
Pre-emptive Rights
Anti-dilution Protection
Tag-along Rights
Drag-along Rights
Dividend Rights
Transfer Restrictions
Exit Provisions
Confidentiality
Intellectual Property
Non-competition
Representations and Warranties
Indemnification
Default
Termination
Dispute Resolution
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Technology
Healthcare
Renewable Energy
Financial Services
E-commerce
Biotechnology
Software Development
Real Estate
Manufacturing
Professional Services
Media and Entertainment
Agriculture
Education Technology
Consumer Goods
Infrastructure
Legal
Finance
Corporate Development
Executive Leadership
Board of Directors
Investment
Compliance
Corporate Secretariat
Risk Management
Treasury
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Investment Manager
Corporate Lawyer
Financial Controller
Company Secretary
Board Director
Managing Director
Venture Capital Associate
Private Equity Manager
Investment Analyst
Corporate Development Manager
Finance Director
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