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Business Investment Contract
"I need a Business Investment Contract under German law for a €5 million investment into a Berlin-based renewable energy startup, with provisions for board representation and anti-dilution protection for the investor, planned to close by March 2025."
1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Context of the investment, including brief description of the business and investment purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, payment terms, and valuation
5. Shares and Capital Structure: Description of shares being issued/transferred, resulting ownership structure, and share classes
6. Closing Conditions: Prerequisites and conditions that must be met before the investment is completed
7. Warranties and Representations: Statements of fact and assurances from both parties
8. Corporate Governance: Management structure, voting rights, and decision-making processes
9. Information and Reporting Rights: Investor's rights to company information and regular reporting requirements
10. Transfer Restrictions: Limitations on the transfer of shares and pre-emptive rights
11. Exit Rights: Provisions regarding future sale, IPO, or other exit scenarios
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Anti-Dilution Protection: Protection for investors against future down rounds, used in venture capital investments
2. Tag-Along Rights: Right of minority shareholders to join in the sale of shares, important for minority investor protection
3. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in a sale, used in scenarios where future exit is contemplated
4. Liquidation Preference: Preferential rights in case of liquidation, typically included for preferred share investments
5. Non-Competition: Restrictions on competitive activities, included when founders or key shareholders are involved
6. Employee Stock Option Pool: Provisions for employee share schemes, relevant when employee participation is planned
7. Strategic Cooperation: Terms of business cooperation, relevant for strategic investors
8. Intellectual Property Rights: Special provisions regarding IP ownership and licenses, important for technology companies
1. Schedule 1: Company Information: Detailed corporate information including registration details, directors, and existing shareholders
2. Schedule 2: Capitalization Table: Detailed breakdown of shareholding structure pre and post-investment
3. Schedule 3: Business Plan: Company's business plan and financial projections
4. Schedule 4: Warranties: Detailed warranties given by the company and existing shareholders
5. Schedule 5: Reserved Matters: List of decisions requiring investor approval
6. Schedule 6: Key Performance Indicators: Specific performance metrics and targets
7. Appendix A: Form of Shareholders' Resolution: Template for required shareholders' resolutions
8. Appendix B: Form of Management Rules: Detailed management and governance procedures
9. Appendix C: Disclosure Letter: Disclosures against the warranties
Authors
Articles of Association
Board of Directors
Business Day
Business Plan
Closing
Closing Date
Commercial Register
Company
Competing Business
Confidential Information
Consideration
Control
Drag-Along Right
Encumbrance
Equity Securities
Exit Event
Financial Year
Force Majeure
Geschäftsführer
Gesellschafterversammlung
Group
Investment Amount
Investment Shares
Investor
IPO
Key Performance Indicators
Key Employees
Material Adverse Change
New Securities
Notarized Deed
Ordinary Course of Business
Party/Parties
Pre-emptive Rights
Purchase Price
Qualified IPO
Related Parties
Reserved Matters
Share Capital
Shareholders
Shareholders' Agreement
Shares
Stamp Duty
Subscription Price
Subsidiary
Tag-Along Right
Target Company
Transaction Documents
Transfer
Valuation
Warranties
Share Purchase
Share Subscription
Payment Terms
Closing Conditions
Corporate Governance
Management Rights
Shareholder Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Information Rights
Reporting Requirements
Reserved Matters
Board Representation
Share Transfer Restrictions
Non-Competition
Non-Solicitation
Confidentiality
Warranties and Representations
Indemnification
Exit Rights
Put Option
Call Option
IPO Rights
Liquidation Preference
Dividend Rights
Amendment of Articles
Dispute Resolution
Governing Law
Force Majeure
Assignment
Severability
Notices
Costs and Expenses
Entire Agreement
Term and Termination
Compliance with Laws
Data Protection
Intellectual Property
Technology and Software
Manufacturing
Financial Services
Healthcare and Biotechnology
Real Estate
Energy and Utilities
E-commerce and Retail
Telecommunications
Industrial and Engineering
Clean Technology
Media and Entertainment
Logistics and Transportation
Professional Services
Agriculture and Food Technology
Consumer Goods
Legal
Finance
Corporate Development
Compliance
Risk Management
Corporate Governance
Investment
Due Diligence
Business Development
Executive Leadership
Board of Directors
Corporate Strategy
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Development Manager
Legal Counsel
Investment Manager
Financial Controller
Business Development Director
Company Secretary
Compliance Officer
Risk Manager
Corporate Finance Manager
Managing Director
Board Member
Investment Analyst
Due Diligence Specialist
Corporate Governance Officer
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