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Investment And Shareholders Agreement
"I need an Investment and Shareholders Agreement for a Series A investment round where a Hong Kong tech startup is receiving HKD 10 million from two venture capital firms, with standard minority investor protections and a board seat for the lead investor."
1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and investors
2. Background: Context of the investment and current company status
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Investment Terms: Details of the investment including amount, share class, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing
6. Warranties and Representations: Warranties given by the company, existing shareholders, and investors
7. Corporate Governance: Board composition, appointment rights, and decision-making processes
8. Shareholder Rights and Obligations: Voting rights, dividend rights, and shareholder responsibilities
9. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
10. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions
11. Information Rights: Reporting obligations and shareholder information access rights
12. Reserved Matters: Actions requiring special shareholder approval
13. Exit Provisions: Provisions regarding IPO, trade sale, or other exit mechanisms
14. Confidentiality: Obligations regarding confidential information
15. Term and Termination: Duration of the agreement and termination circumstances
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future down rounds, used when requested by sophisticated investors
2. Employee Share Scheme: Framework for employee share ownership, included when company plans to implement ESOP
3. Founder Commitments: Specific obligations for founders including non-compete and full-time commitment, used when founders remain operational
4. Intellectual Property Rights: Detailed IP provisions, important for technology or IP-heavy companies
5. Professional Directors: Provisions for appointment of independent directors, used in larger investments
6. Preference Share Rights: Detailed rights attached to preference shares, if investment involves preference shares
7. Strategic Collaboration: Terms for business cooperation, used when investor is strategic partner
1. Schedule 1 - Company Information: Details of company including share capital, directors, and subsidiaries
2. Schedule 2 - Shareholding Structure: Pre and post-investment cap table and shareholding details
3. Schedule 3 - Warranties: Detailed warranties given by the company and warranties given by the warrantors
4. Schedule 4 - Reserved Matters: Detailed list of matters requiring special approval
5. Schedule 5 - Completion Requirements: Detailed completion obligations and documents required
6. Schedule 6 - Business Plan: Company's business plan and financial projections
7. Schedule 7 - Key Personnel: Details of key employees and their terms of employment
8. Schedule 8 - Deed of Adherence: Form of deed for new shareholders joining the agreement
Authors
Affiliate
Anti-Dilution Rights
Articles
Board
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Connected Person
Consideration
Control
Deed of Adherence
Directors
Disclosed
Disclosure Letter
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit
Fair Market Value
Financial Year
First Completion
Fully Diluted Share Capital
Group
Group Company
HKD
Holding Company
Hong Kong
Independent Expert
Initial Business Plan
Intellectual Property Rights
Investment Amount
Investor Director
Investor Shares
IPO
Key Employees
Material Adverse Change
Material Contract
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emption Notice
Pre-emption Rights
Preference Shares
Pro Rata Share
Qualified IPO
Related Party Transaction
Relevant Securities
Reserved Matters
ROFR Notice
Sale Shares
Shareholders
Shareholders' Agreement
Share Capital
Subscription Price
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Valuation
Warranties
Warrantors
Share Subscription
Completion Obligations
Conditions Precedent
Warranties and Representations
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Information Rights
Anti-Dilution Protection
Dividend Rights
Exit Provisions
IPO Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Related Party Transactions
Default
Termination
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Further Assurance
Governing Law
Dispute Resolution
Force Majeure
Announcements
Counterparts
Technology
Financial Services
E-commerce
Healthcare
Real Estate
Manufacturing
Renewable Energy
Consumer Goods
Professional Services
Biotechnology
Education Technology
Infrastructure
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Board of Directors
Investment
Strategy
Company Secretariat
Risk Management
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Company Secretary
Investment Director
Corporate Lawyer
Finance Director
Board Director
Managing Director
Investment Manager
Compliance Officer
General Counsel
Corporate Development Manager
Venture Capital Partner
Private Equity Manager
Strategy Director
Founder
Company Director
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