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Stock Investment Agreement
"I need a Stock Investment Agreement under Swiss law for a venture capital firm investing CHF 5 million in a tech startup, with the closing planned for March 2025, including standard minority investor protections and board representation rights."
1. Parties: Identification of the investor(s), company, and any other relevant parties
2. Background: Context of the investment and brief description of the company's business
3. Definitions: Key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, share price, and number of shares
5. Subscription and Payment: Process and mechanics for share subscription and payment
6. Closing Conditions: Prerequisites that must be satisfied before closing
7. Representations and Warranties: Company's and investor's statements of fact and assurances
8. Investor Rights: Basic rights granted to the investor, including information and inspection rights
9. Transfer Restrictions: Limitations on the transfer of shares
10. Confidentiality: Obligations regarding confidential information
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction
13. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
1. Board Representation: Rights of investor to appoint board members (for larger investments)
2. Preferred Rights: Special rights attached to preferred shares if applicable
3. Anti-dilution Protection: Provisions protecting investor from future dilution
4. Tag-Along Rights: Right to join in sale of shares by other shareholders
5. Drag-Along Rights: Right to force minority shareholders to join in sale
6. Pre-emptive Rights: Rights to participate in future share issues
7. Dividend Rights: Special provisions regarding dividend distributions
8. Strategic Cooperation: Terms of business cooperation if investment includes strategic partnership
9. Future Financing Rounds: Provisions regarding planned future investment rounds
1. Capitalization Table: Current and post-investment share ownership structure
2. Company Information: Key corporate details including registration numbers and addresses
3. Subscription Form: Form for formal subscription of shares
4. Shareholders' Resolution: Resolution approving share issuance and capital increase
5. Due Diligence Findings: Summary of key due diligence findings and disclosures
6. Business Plan: Company's business plan and financial projections
7. Existing Agreements: List of material contracts and obligations
8. IP Rights Schedule: List of company's intellectual property rights
Authors
Articles of Association
Board
Business Day
Capital Increase
Closing
Closing Date
Commercial Register
Company
Confidential Information
Consideration
Control
Deed of Adherence
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Event of Default
Financial Statements
Financial Year
FINMA
Group
Investment Amount
Investor
Issue Price
Material Adverse Change
New Shares
Ordinary Shares
Parties
Permitted Transferee
Purchase Price
Regulatory Approvals
Related Party
Relevant Securities
Reserved Matter
Share Capital
Shareholder
Shareholders' Agreement
Shares
Subscription
Subscription Form
Swiss GAAP
Tag-Along Right
Target Company
Tax
Third Party
Transaction Documents
Transfer
Valuation
Voting Rights
Warranties
Payment Terms
Conditions Precedent
Closing Mechanics
Representations and Warranties
Company Warranties
Investor Warranties
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Representation
Information Rights
Voting Rights
Dividend Rights
Reserved Matters
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Termination
Events of Default
Remedies
Force Majeure
Notices
Amendments
Waiver
Severability
Entire Agreement
Further Assurance
Costs
Governing Law
Jurisdiction
Dispute Resolution
Technology
Biotechnology
Financial Services
Healthcare
Manufacturing
Real Estate
Energy
E-commerce
Software
Telecommunications
Clean Technology
Consumer Goods
Professional Services
Media and Entertainment
Legal
Finance
Corporate Development
Investment
Compliance
Executive Leadership
Board of Directors
Corporate Secretariat
Risk Management
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Manager
Corporate Lawyer
Investment Director
Company Director
Board Member
Legal Counsel
Finance Director
Investment Analyst
Corporate Secretary
Managing Partner
Private Equity Associate
Venture Capital Partner
Compliance Officer
Due Diligence Specialist
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