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Investment Contract For Small Business
"I need an Investment Contract For Small Business under German law for a €500,000 investment into my tech startup, where the investor will receive 20% equity and a board seat; the investment is planned to close by March 2025."
1. Parties: Identification of the investor(s) and the company, including full legal names, registration details, and addresses
2. Background: Context of the investment, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Amount and Terms: Detailed specification of the investment amount, form of investment (equity/debt/hybrid), and payment terms
5. Shares and Shareholding Structure: Description of shares being issued, class of shares, and resulting shareholding structure
6. Representations and Warranties: Statements of fact by the company and existing shareholders about the business's condition
7. Conditions Precedent: Conditions that must be met before the investment becomes effective
8. Investor Rights: Specific rights granted to the investor, including voting rights and information rights
9. Management and Corporate Governance: Decision-making processes and management structure post-investment
10. Transfer Restrictions: Limitations on the transfer of shares and pre-emptive rights
11. Confidentiality: Obligations regarding confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
14. Miscellaneous Provisions: Standard closing provisions including severability, entire agreement, and amendments
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in sale
3. Anti-Dilution Protection: Protection against value dilution in future funding rounds
4. Employee Stock Option Pool: Include when establishing or modifying an employee participation program
5. Performance Targets: Specific business targets and corresponding investor rights/obligations
6. Exit Rights: Specific provisions regarding company sale or IPO
7. Intellectual Property Rights: Detailed IP provisions when the company has significant IP assets
8. Supervisory Board Constitution: Required for larger investments or when establishing a supervisory board
1. Schedule 1: Capitalization Table: Current and post-investment share capital structure
2. Schedule 2: Business Plan: Detailed business plan and financial projections
3. Schedule 3: Warranties: Detailed warranties about the company's status and operations
4. Schedule 4: Company Information: Key company documents, licenses, and material contracts
5. Schedule 5: Investor Information Rights: Detailed reporting and information requirements
6. Schedule 6: Reserved Matters: List of decisions requiring investor approval
7. Appendix A: Form of Shareholders' Resolution: Template for required shareholders' resolutions
8. Appendix B: Key Performance Indicators: Defined metrics for monitoring company performance
Authors
Articles of Association
Business Day
Business Plan
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Control
Drag-Along Rights
Effective Date
Encumbrance
Exit Event
Financial Year
GmbH
Geschäftsführer
Gesellschafterversammlung
Group
Investment Amount
Investment Shares
Investor
Key Performance Indicators
Material Adverse Change
New Shares
Notarized Documents
Ordinary Shares
Parties
Preference Shares
Pre-emption Rights
Purchase Price
Qualified Majority
Related Party
Reserved Matters
Share Capital
Shareholders
Shareholders' Agreement
Stammkapital
Subscription Price
Subsidiary
Tag-Along Rights
Transaction Documents
Transfer
Warranties
Working Capital
Share Purchase
Investment Terms
Consideration
Conditions Precedent
Completion Obligations
Warranties and Representations
Share Capital and Classes
Shareholder Rights
Corporate Governance
Reserved Matters
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Transfer Restrictions
Information Rights
Anti-dilution Protection
Exit Rights
Dividend Rights
Management Provisions
Board Composition
Confidentiality
Non-Competition
Reporting Requirements
Default
Termination
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Further Assurance
Technology
Manufacturing
Retail
E-commerce
Professional Services
Healthcare
Food & Beverage
Renewable Energy
Software Development
Biotechnology
Logistics
Digital Media
Education Technology
Financial Services
Sustainable Business
Legal
Finance
Corporate Development
Investment
Compliance
Due Diligence
Risk Management
Executive Leadership
Corporate Governance
Business Development
Chief Executive Officer
Chief Financial Officer
Investment Manager
Legal Counsel
Managing Director
Business Development Manager
Corporate Lawyer
Investment Analyst
Financial Controller
Company Secretary
Compliance Officer
Due Diligence Specialist
Private Equity Manager
Venture Capital Associate
Risk Manager
Business Owner
Startup Founder
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