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Foreign Investment Agreement
"I need a Foreign Investment Agreement for a US technology company's €50 million investment into a German software development firm, with closing expected by March 2025, including specific provisions for intellectual property protection and technology transfer restrictions."
1. Parties: Identification of the foreign investor and the German entity/counterparty, including registration details and authorized representatives
2. Background: Context of the investment, including purpose, target business, and strategic objectives
3. Definitions: Definitions of key terms used throughout the agreement, including German legal terminology
4. Investment Structure: Details of the investment amount, form of investment (equity/debt), and payment terms
5. Conditions Precedent: Required regulatory approvals, particularly AWG clearance and other governmental authorizations
6. Representations and Warranties: Statements of fact and assurances from both parties, including compliance with German investment laws
7. Closing Mechanics: Process and requirements for completing the investment transaction
8. Corporate Governance: Management structure, voting rights, and decision-making processes
9. Transfer Restrictions: Limitations on transfer of shares/interests and required approvals
10. Regulatory Compliance: Ongoing compliance obligations under German and EU investment laws
11. Information Rights: Investor's rights to financial and operational information
12. Exit Rights: Provisions for divestment, including tag-along and drag-along rights
13. Confidentiality: Protection of confidential information and trade secrets
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
15. Dispute Resolution: Procedures for resolving disputes, including potential arbitration
1. Anti-dilution Protection: Protection against value dilution, relevant for minority investments
2. Environmental Compliance: Specific provisions for investments in environmentally sensitive sectors
3. Technology Transfer: Provisions regarding technology transfer and IP rights, relevant for tech investments
4. Employment Matters: Labor-related provisions, important for investments affecting workforce
5. State Aid Compliance: Required for investments involving public funding or subsidies
6. Competition Compliance: Detailed antitrust provisions for larger investments
7. Real Estate: Specific provisions for investments involving property assets
8. Industry-Specific Regulations: Additional provisions for regulated industries (e.g., financial services, healthcare)
1. Investment Structure Details: Detailed breakdown of investment amounts, phases, and mechanics
2. Corporate Structure Chart: Pre and post-investment organization charts
3. Regulatory Approvals List: Comprehensive list of required governmental and regulatory approvals
4. Business Plan: Detailed business plan and financial projections
5. Key Personnel: List of key management and their roles
6. Warranty Schedule: Detailed warranties and specific disclosures
7. Required Notices and Filings: List of notifications required under German investment laws
8. Share Capital Structure: Details of share classes, rights, and ownership structure
9. Material Contracts: List and summary of material business contracts
10. Property Schedule: Details of real estate and material assets if relevant
Authors
Affiliate
AWG
AWV
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Control
Effective Date
Encumbrance
EU Screening Regulation
Foreign Investor
German GAAP
Governmental Authority
Investment Amount
Investment Period
Investment Shares
Investment Vehicle
Key Performance Indicators
Material Adverse Change
Material Contracts
Permitted Transferee
Purchase Price
Regulatory Approvals
Related Party
Reserved Matters
Shareholders Agreement
Share Capital
Subsidiary
Target Company
Target Business
Transaction Documents
Transfer
Voting Rights
Working Capital
Competition Law
Completion
Due Diligence
Exit Event
Force Majeure
Intellectual Property Rights
Management Board
Supervisory Board
Tag-Along Rights
Drag-Along Rights
Warranties
Business Plan
Governing Law
Dispute Resolution
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Regulatory Compliance
Foreign Investment Approval
Competition Law Compliance
Representations and Warranties
Corporate Governance
Management Rights
Shareholder Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Share Transfer Restrictions
Anti-dilution Protection
Board Composition
Reserved Matters
Voting Rights
Dividend Rights
Exit Rights
Put Option
Call Option
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Employee Matters
Environmental Compliance
Tax Matters
Force Majeure
Term and Termination
Events of Default
Remedies
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Manufacturing
Technology
Automotive
Healthcare
Financial Services
Energy
Infrastructure
Real Estate
Telecommunications
Defense & Security
Industrial Technology
Renewable Energy
Digital Services
Life Sciences
Transportation & Logistics
Legal
Finance
Compliance
Corporate Development
Mergers & Acquisitions
Regulatory Affairs
Strategy
Risk Management
International Business
Corporate Governance
Investment Relations
Treasury
Tax
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Head of Mergers & Acquisitions
Investment Director
Corporate Development Manager
Regulatory Compliance Officer
Head of Strategy
International Business Development Manager
Corporate Secretary
Investment Relations Director
Risk Management Officer
Head of Corporate Finance
Foreign Investment Advisor
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