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Project Investment Agreement
1. Parties: Identification of all parties to the agreement, including full legal names and registration details
2. Background: Context of the investment and project, including purpose and objectives
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Structure: Details of the investment amount, phases, and structure
5. Project Scope: Detailed description of the project, its objectives, and deliverables
6. Investment Terms: Terms and conditions of the investment, including valuation and pricing
7. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
8. Closing Mechanics: Process and requirements for completing the investment
9. Representations and Warranties: Statements of fact and assurances from all parties
10. Project Governance: Management structure, decision-making processes, and control mechanisms
11. Rights and Obligations: Detailed responsibilities and rights of each party
12. Financial Provisions: Financial terms, reporting requirements, and distribution of returns
13. Information Rights: Rights to information and reporting obligations
14. Transfer Restrictions: Limitations on transfer of interests and change of control
15. Events of Default: Circumstances constituting default and consequences
16. Term and Termination: Duration of the agreement and termination provisions
17. Confidentiality: Obligations regarding confidential information
18. Notices: Process for formal communications between parties
19. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction
20. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Tag-Along and Drag-Along Rights: Include when there are multiple investors and exit provisions are needed
2. Anti-Dilution Protection: Include when protecting against future dilutive issuances
3. Environmental and Social Requirements: Include for projects with environmental or social impact considerations
4. Employee Matters: Include when the investment impacts employment arrangements
5. Intellectual Property Rights: Include when the project involves IP development or transfer
6. Competition Law Compliance: Include when the investment raises competition law considerations
7. Security Arrangements: Include when the investment involves security or collateral
8. Tax Provisions: Include detailed tax provisions when complex tax structures are involved
9. Force Majeure: Include when specific force majeure provisions are needed beyond standard provisions
10. Step-In Rights: Include when investors need rights to take control in specific circumstances
1. Schedule 1 - Project Description: Detailed description of the project, including technical specifications
2. Schedule 2 - Business Plan: Detailed business plan and financial projections
3. Schedule 3 - Investment Schedule: Detailed breakdown of investment tranches and timing
4. Schedule 4 - Conditions Precedent: Detailed list of all conditions precedent
5. Schedule 5 - Warranties: Detailed warranties given by each party
6. Schedule 6 - Corporate Information: Corporate documents and information of all parties
7. Schedule 7 - Key Performance Indicators: Specific KPIs and measurement criteria
8. Schedule 8 - Governance Procedures: Detailed procedures for project governance
9. Schedule 9 - Form of Shareholders Agreement: If applicable, form of shareholders agreement
10. Schedule 10 - Required Authorizations: List of required permits, consents and authorizations
11. Appendix A - Closing Checklist: Detailed checklist of closing requirements and documents
12. Appendix B - Form of Notices: Standard forms for various notices under the agreement
Authors
Agreed Form
Agreement
Business Day
Business Plan
Change of Control
Closing
Closing Date
Conditions Precedent
Confidential Information
Consents
Control
Danish Business Authority
Default Interest Rate
Defaulting Party
Encumbrance
Event of Default
Exit Event
Financial Year
Force Majeure Event
Group
Investment Amount
Investment Period
Investor Director
Key Personnel
Material Adverse Change
Milestone
Parent Company
Parties
Performance Targets
Permitted Transferee
Project
Project Account
Project Assets
Project Company
Project Documents
Project Costs
Project Manager
Project Plan
Project Site
Relevant Authority
Security
Shareholders
Subscription Price
Technical Partner
Term
Territory
Third Party
Transaction Documents
Transfer
Warranties
Working Capital
Subscription
Capital Contribution
Conditions Precedent
Closing Mechanics
Representations and Warranties
Project Management
Governance Rights
Board Composition
Shareholder Rights
Information Rights
Financial Covenants
Reporting Requirements
Project Milestones
Performance Standards
Risk Allocation
Indemnification
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-dilution
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Force Majeure
Change of Control
Events of Default
Remedies
Step-In Rights
Exit Rights
Term and Termination
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Costs and Expenses
Counterparts
Data Protection
Regulatory Compliance
Environmental Compliance
Social Responsibility
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