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Company Investment Agreement
"I need a Company Investment Agreement under Hong Kong law for a Series A investment of HKD 20 million in a technology startup, with standard minority protection rights and one board seat for the investor, to be completed by March 2025."
1. Parties: Identification of the investor(s), company, and any other relevant parties to the agreement
2. Background: Context of the investment, including company's business and purpose of the investment
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the investment
6. Warranties and Representations: Standard warranties from the company and founders about the business
7. Investor Rights: Key rights granted to the investor, including information rights and board representation
8. Transfer Restrictions: Limitations on share transfers and required procedures
9. Reserved Matters: Decisions requiring investor consent
10. Confidentiality: Obligations regarding confidential information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Anti-dilution Protection: Protection for investors against future down rounds, used in VC investments
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, important for minority protection
3. Drag-Along Rights: Right to force minority shareholders to join in a company sale, used in larger investments
4. Founder Commitments: Specific obligations for founders including non-compete and continued involvement, used when founders are key to the business
5. ESOP Provisions: Employee share option pool terms, included when company has or plans to have an ESOP
6. Preference Rights: Liquidation preference and dividend rights, typically included for preferred share investments
7. Strategic Rights: Special rights for strategic investors, such as first refusal on business opportunities
8. Corporate Governance: Detailed governance provisions, important for larger investments or joint ventures
1. Schedule 1: Company Information: Details of the company including corporate information, capital structure, and subsidiaries
2. Schedule 2: Warranties: Detailed warranties about the company's business, assets, and liabilities
3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring investor consent
4. Schedule 4: Completion Requirements: Detailed list of completion deliverables and requirements
5. Schedule 5: Share Capital Table: Pre and post-investment capitalization of the company
6. Appendix A: Form of Board Resolution: Template board resolutions approving the investment
7. Appendix B: Form of Shareholders' Resolution: Template shareholders' resolutions required for the investment
8. Appendix C: Key Performance Indicators: Agreed metrics for monitoring company performance, if applicable
Authors
Affiliate
Articles
Board
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Connected Person
Controlling Shareholder
Directors
Encumbrance
Equity Securities
Event of Default
Exercise Notice
Exercise Period
Financial Year
Fully Diluted Basis
Group
Group Company
HKD
HKIAC
Hong Kong
Independent Director
Investment Amount
Investor Director
Investor Shares
Key Employees
Material Adverse Change
Material Contract
Ordinary Shares
Original Shareholders
Parties
Permitted Transferee
Pre-emption Rights
Preference Shares
Prescribed Exit Event
Pro Rata Share
Reserved Matters
Securities
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subscription Shares
Tag-Along Notice
Tag-Along Right
Transaction Documents
Transfer
Warranties
Warrantors
Investment Terms
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Board Appointment Rights
Information Rights
Pre-emptive Rights
Anti-dilution Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Reserved Matters
Non-Competition
Non-Solicitation
Confidentiality
Dividend Rights
Exit Rights
Put Option
Call Option
Right of First Refusal
Event of Default
Termination
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Costs
Further Assurance
Counterparts
Technology
Financial Services
Real Estate
Manufacturing
E-commerce
Healthcare
Biotechnology
Retail
Professional Services
Media & Entertainment
Green Technology
Infrastructure
Education
Logistics
Food & Beverage
Legal
Finance
Corporate Development
Compliance
Investment
Executive Leadership
Company Secretarial
Risk Management
Corporate Strategy
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Investment Manager
Company Secretary
Finance Director
Corporate Development Manager
Compliance Officer
Board Director
Managing Director
Investment Analyst
General Counsel
Financial Controller
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