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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 CHF 5 million for a 25% stake in our Swiss biotech startup, with specific provisions for intellectual property protection and research milestone-based investment tranches to be completed by March 2025."
1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investor(s)
2. Background: Context of the investment, current company structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Terms: Details of the investment including amount, share price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing
6. Warranties and Representations: Warranties from the company, existing shareholders, and investors
7. Share Capital and Classes of Shares: Description of share capital structure and rights attached to different share classes
8. Corporate Governance: Board composition, appointment rights, and decision-making processes
9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings and voting rights
10. Reserved Matters: List of decisions requiring special majority or investor consent
11. Share Transfer Restrictions: Limitations on share transfers and pre-emptive rights
12. Exit Provisions: Terms governing exits including drag-along and tag-along rights
13. Confidentiality: Obligations regarding confidential information
14. Term and Termination: Duration of the agreement and termination provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future down rounds, typically included for venture capital investments
2. Liquidation Preference: Preferential rights on liquidation, typically included for preferred share investments
3. Dividend Rights: Specific dividend policies and preferences, if not covered in share class rights
4. Information Rights: Specific reporting and information access rights, particularly important for minority investors
5. Non-Compete and Non-Solicitation: Restrictions on competitive activities, typically for founder-shareholders
6. Strategic Cooperation: Terms of business cooperation, relevant for strategic investors
7. Employee Share Option Pool: Provisions for employee share schemes, if planned
8. Intellectual Property Rights: Specific IP provisions, particularly important for technology companies
1. Capital Structure: Detailed breakdown of shareholding pre and post-investment
2. Warranties: Detailed warranties given by the company and existing shareholders
3. Company Information: Key company information including corporate documents and material contracts
4. Business Plan: Company's business plan and financial projections
5. Completion Requirements: Detailed list of completion deliverables and requirements
6. Board Regulations: Detailed procedures for board operations and meetings
7. Reserved Matters List: Comprehensive list of matters requiring special approval
8. Form of Deed of Adherence: Template for new shareholders joining the agreement
9. Key Performance Indicators: Specific performance metrics for monitoring purposes
Authors
Affiliate
Anti-Dilution Rights
Articles of Association
Board
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Control
Deed of Adherence
Directors
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exercise Notice
Exit
Fair Market Value
Financial Year
First Refusal Rights
Group
Investment Amount
Investor Director
Investor Shares
IPO
Key Employees
Liquidation Event
Liquidation Preference
Material Adverse Change
New Securities
Ordinary Shares
Permitted Transfer
Pre-emption Rights
Preferred Shares
Qualified IPO
Related Party Transaction
Reserved Matters
Share Capital
Shareholders
Shareholders' Meeting
Shares
Subscription Price
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Valuation
Warranties
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Corporate Governance
Board Composition
Shareholder Meetings
Reserved Matters
Information Rights
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Liquidation Preference
Dividend Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Founder Commitments
Employee Matters
Reporting Requirements
Compliance
Default
Remedies
Exit Provisions
Put and Call Options
Dead-Lock Resolution
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Assignment
Entire Agreement
Severability
Notices
Costs
Amendment
Termination
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Biotechnology
Software
E-commerce
Clean Energy
Consumer Goods
Professional Services
Media and Entertainment
Telecommunications
Life Sciences
Infrastructure
Legal
Finance
Corporate Development
Executive Leadership
Compliance
Investment
Corporate Secretariat
Risk Management
Strategic Planning
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Managing Director
Board Member
Company Secretary
Chief Legal Officer
Investment Director
Corporate Development Manager
Venture Capital Partner
Private Equity Director
Compliance Officer
Financial Controller
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