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Shareholder Investment Agreement
"I need a Shareholder Investment Agreement for a Series A investment round where a venture capital firm is investing AUD 5 million for a 25% stake in our technology startup, with specific provisions for board representation and anti-dilution protection."
1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investors
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement
4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the investment
6. Warranties and Representations: Company and seller warranties, investor warranties, and enforcement provisions
7. Shareholder Rights: Voting rights, dividend rights, and other shareholder entitlements
8. Corporate Governance: Board composition, appointment rights, meeting procedures, and reserved matters
9. Share Transfer Restrictions: Limitations on share transfers, pre-emptive rights, and tag-along/drag-along rights
10. Confidentiality: Protection of confidential information and trade secrets
11. Dispute Resolution: Process for resolving disputes between parties
12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future share issues at lower valuations
2. Management Provisions: Specific provisions regarding management appointments and responsibilities
3. Founder Commitments: Specific obligations and restrictions on founders including non-compete and vesting provisions
4. Exit Provisions: Specific arrangements for IPO or trade sale scenarios
5. Information Rights: Special information access rights for major investors
6. Strategic Investor Rights: Special rights for strategic investors such as first right of refusal on commercial arrangements
7. Employee Share Scheme: Provisions for existing or future employee share schemes
8. Intellectual Property: Specific IP protection and assignment provisions where IP is crucial to the business
1. Capital Structure: Detailed breakdown of shareholding pre and post-investment
2. Company Disclosure Schedule: Disclosures against warranties and known issues
3. Reserved Matters: Detailed list of decisions requiring special approval
4. Form of Deed of Accession: Template for new shareholders joining the agreement
5. Business Plan: Current business plan and financial projections
6. Key Terms of Employment: Summary of key employee agreements
7. Corporate Structure: Group structure diagram and subsidiaries
8. Completion Checklist: List of documents and actions required for completion
Authors
Accession Deed
Affiliate
Annual Budget
Anti-Dilution Rights
Approved Business Plan
ASX
ASIC
Bad Leaver
Board
Business
Business Day
Call Option
Change of Control
Company
Completion
Completion Date
Confidential Information
Constitution
Control
Deed Poll
Director
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Fair Market Value
Financial Year
First Right of Refusal
Good Leaver
Group
Group Company
Holding Company
Independent Expert
Initial Business Plan
Insolvency Event
Intellectual Property Rights
Investment Amount
Investor Director
Investor Shares
IPO
Issue Price
Key Management
Listing
Loss
Material Adverse Change
Material Contract
New Securities
Nominee
Notice
Ordinary Shares
Permitted Transfer
Pre-emptive Rights
Preference Shares
Put Option
Qualified IPO
Related Body Corporate
Related Party
Relevant Interest
Reserved Matter
ROFR Notice
Sale Notice
Securities
Share Capital
Shareholder
Shareholder Loan
Subsidiary
Subscription Amount
Subscription Shares
Tag-Along Notice
Tag-Along Right
Third Party Offer
Transfer
Transferring Shareholder
Warranty
Warranty Claim
Definitions
Share Subscription
Payment Terms
Completion Conditions
Warranties and Representations
Board Composition
Reserved Matters
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Information Rights
Dividend Rights
Exit Provisions
Non-Competition
Confidentiality
Intellectual Property
Default
Termination
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Force Majeure
Costs and Expenses
Further Assurance
Counterparts
Shareholder Meetings
Business Management
Compliance with Laws
Deadlock Resolution
Share Valuation
Bad Leaver Provisions
Good Leaver Provisions
Restrictive Covenants
Indemnification
Technology
Healthcare
Financial Services
Manufacturing
Retail
Professional Services
Real Estate
Energy
Mining
Agriculture
Media and Entertainment
Biotechnology
E-commerce
Infrastructure
Education
Legal
Finance
Corporate Development
Executive Leadership
Board of Directors
Compliance
Company Secretariat
Investment
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Company Secretary
Board Director
Managing Director
Chief Legal Officer
Investment Analyst
Corporate Development Manager
Finance Director
Compliance Officer
Business Development Director
Venture Capital Partner
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