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Capital Investment Agreement
1. Parties: Identification of the investor(s) and the company, including their full legal names, registration numbers, and addresses
2. Background: Context of the investment, including brief company description and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms
5. Subscription and Closing: Process for executing the investment, conditions precedent, and closing mechanics
6. Representations and Warranties: Statements of fact and assurances from both the company and the investor
7. Board Composition and Governance: Structure of the board, appointment rights, and decision-making processes
8. Shareholder Rights: Voting rights, pre-emption rights, and other shareholder privileges
9. Transfer Restrictions: Limitations on share transfers and required procedures
10. Exit Rights: Provisions regarding drag-along, tag-along rights, and IPO procedures
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-dilution Protection: Protection mechanisms for investors against future down rounds, used when specifically requested by investors
2. Multiple Closing Rounds: Structure for multiple investment tranches, included when the investment will occur in stages
3. Information Rights: Specific reporting and information access rights, used for minority investors requiring enhanced transparency
4. Founder Commitments: Specific obligations for founders including non-compete and lock-up periods, used when founders are key to the business
5. Strategic Cooperation: Terms for business cooperation between investor and company, used for strategic investors
6. Employee Share Scheme: Framework for employee share options or ownership, included when establishing an ESOP
7. Intellectual Property Rights: Detailed IP provisions, particularly important for technology companies
1. Schedule 1: Capitalization Table: Current and post-investment share capital structure
2. Schedule 2: Business Plan: Company's business plan and financial projections
3. Schedule 3: Warranties: Detailed warranties given by the company and founders
4. Schedule 4: Articles of Association: New or amended articles of association reflecting the investment
5. Schedule 5: Board Regulations: Detailed procedures for board operations and meetings
6. Schedule 6: Deed of Adherence: Template for future shareholders to join the agreement
7. Schedule 7: Key Performance Indicators: Specific metrics and targets for company performance
8. Schedule 8: Disclosure Letter: Exceptions and qualifications to the warranties
Authors
Agreement
Anti-dilution Rights
Articles of Association
Board
Business Day
Business Plan
Closing
Closing Date
Company
Competing Business
Completion
Confidential Information
Consideration
Control
Deed of Adherence
Dilution
Directors
Drag-along Right
Encumbrance
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Investment Period
Investor
Investor Director
IPO
Key Employees
Liquidation Event
Liquidation Preference
Material Adverse Change
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emption Rights
Preferred Shares
Purchase Price
Qualified IPO
Related Party Transaction
Relevant Securities
Reserved Matters
Share Capital
Shareholder
Subscription Shares
Tag-along Right
Transfer
Valuation
Warranties
Working Capital
Subscription and Investment
Conditions Precedent
Completion
Share Capital and Structure
Warranties and Representations
Corporate Governance
Board Composition
Reserved Matters
Information Rights
Pre-emption Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Non-competition
Non-solicitation
Confidentiality
Intellectual Property
Future Funding
Exit Provisions
IPO Rights
Put and Call Options
Dividend Rights
Liquidation Preference
Costs and Expenses
Notices
Assignment
Amendments
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
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