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Simple Investment Agreement
1. Parties: Identification of the investor(s) and the company, including registration numbers and addresses
2. Background: Context of the investment, including brief company description and investment purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Amount and Shares: Details of the investment amount, number and class of shares being issued, and price per share
5. Completion Mechanics: Steps for completing the investment, including payment terms and share issuance process
6. Company Warranties: Standard warranties about the company's legal status, financial position, and business operations
7. Investor Warranties: Basic warranties from the investor regarding capacity to invest and funds origin
8. Information Rights: Investor's rights to receive financial and operational information
9. Board Representation: Rights regarding board representation or observer rights, if any
10. Transfer Restrictions: Limitations on the transfer of shares
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Anti-dilution Protection: Protection against future down-rounds, used for larger or more sophisticated investments
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, typically included for minority investor protection
3. Drag-Along Rights: Right to force other shareholders to join in a sale, usually included when investor takes significant stake
4. Veto Rights: Specific matters requiring investor approval, included for larger investments or strategic investors
5. Dividend Rights: Special provisions regarding dividend payments, if different from standard share class rights
6. Exit Rights: Specific provisions regarding future exit scenarios, included for larger investments
7. Founders' Commitments: Specific obligations for founders including non-compete and commitment periods, used when founders are key to business
8. Convertible Features: If the investment includes convertible elements, details of conversion mechanics
1. Schedule 1: Cap Table: Pre and post-investment capitalization table showing all shareholders
2. Schedule 2: Company Information: Detailed company information including registration documents and corporate structure
3. Schedule 3: Warranties: Detailed list of company warranties
4. Schedule 4: Completion Requirements: Detailed list of conditions precedent and completion deliverables
5. Schedule 5: Articles of Association: New or amended articles of association reflecting the investment
6. Schedule 6: Business Plan: Company's business plan and use of investment proceeds
7. Schedule 7: Key Financial Information: Recent financial statements and key financial metrics
Authors
Articles of Association
Board
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Consideration
Companies Act
Company
Directors
Encumbrance
Equity Securities
Exercise Period
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Investor
Investor Director
Investor Shares
Issue Price
Material Adverse Change
New Securities
Ordinary Shares
Party/Parties
Pre-Money Valuation
Post-Money Valuation
Related Party
Relevant Securities
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Transaction Documents
Warranties
Working Hours
Investment Terms
Share Subscription
Payment Terms
Completion Conditions
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Information Rights
Board Representation
Reserved Matters
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Confidentiality
Non-Competition
Assignment
Notices
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Costs
Termination
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