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Investment Contract
"I need a Dutch Investment Contract for a Series A funding round where a venture capital firm is investing €5 million in my technology startup, with specific provisions for board representation and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of the parties to the agreement, including the investor(s) and investment recipient/company
2. Background: Context of the investment, including the purpose and nature of the investment opportunity
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Detailed description of the investment amount, type of investment (equity, debt, etc.), and payment terms
5. Conditions Precedent: Conditions that must be met before the investment becomes effective
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Rights and Obligations: Detailed description of the rights and obligations of each party
8. Regulatory Compliance: Commitments regarding compliance with Dutch financial regulations and relevant EU directives
9. Risk Disclosures: Mandatory risk warnings and disclosures as required by Dutch law
10. Reporting and Information Rights: Requirements for financial reporting and investor information access
11. Transfer Restrictions: Limitations on the transfer of investment interests
12. Exit Provisions: Terms governing the exit from the investment
13. Confidentiality: Provisions regarding the handling of confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes
16. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional section for equity investments providing minority investors the right to join in a sale by majority investors
2. Drag-Along Rights: Optional section for equity investments allowing majority investors to force minority investors to join in a sale
3. Anti-Dilution Protection: Optional section for equity investments protecting investors from dilution in future funding rounds
4. Board Representation: Optional section for larger investments granting board representation rights
5. Conversion Rights: Optional section for convertible investments specifying conversion terms and procedures
6. Interest and Repayment Terms: Optional section for debt investments specifying interest rates and repayment schedule
7. Security Arrangements: Optional section for secured investments describing collateral and security arrangements
8. Co-Sale Rights: Optional section for co-investment arrangements
9. Performance Targets: Optional section linking investment terms to company performance metrics
1. Investment Details: Detailed breakdown of investment amount, valuation, and ownership structure
2. Company Information: Corporate information, registration details, and corporate structure
3. Business Plan: Company's business plan and financial projections
4. Capitalization Table: Current and post-investment capital structure
5. Due Diligence Findings: Summary of key due diligence findings and any required actions
6. KYC Documentation: Required know-your-customer and anti-money laundering documentation
7. Regulatory Approvals: Copies of relevant regulatory approvals and licenses
8. Financial Statements: Recent financial statements and management accounts
9. Shareholders Agreement: Copy of or reference to existing shareholders agreement if applicable
Authors
AFM
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
DNB
Effective Date
Encumbrance
Event of Default
Exit Event
Financial Statements
Financial Year
Force Majeure
Group
Investment
Investment Amount
Investment Period
Investor
Investment Documents
Key Performance Indicators
Material Adverse Change
Parties
Permitted Transferee
Project
Purchase Price
Regulatory Authority
Related Party
Representatives
Securities
Security Interest
Shareholders
Shareholders Agreement
Shares
Subsidiaries
Target Company
Transaction Documents
Transfer
Valuation
Wft
Working Capital
Share Purchase
Subscription
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Corporate Governance
Board Composition
Shareholder Rights
Voting Rights
Pre-emptive Rights
Anti-dilution
Tag-Along Rights
Drag-Along Rights
Information Rights
Regulatory Compliance
Due Diligence
Risk Disclosure
Investment Restrictions
Transfer Restrictions
Exit Rights
Put Option
Call Option
Right of First Refusal
Reporting Requirements
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Force Majeure
Indemnification
Limitation of Liability
Events of Default
Termination Rights
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Financial Services
Technology
Real Estate
Healthcare
Energy
Infrastructure
Manufacturing
Agriculture
Retail
Transportation
Education
Entertainment
Telecommunications
Biotechnology
Clean Technology
E-commerce
Professional Services
Legal
Finance
Investment
Compliance
Risk Management
Corporate Development
Treasury
Business Development
Due Diligence
Corporate Secretariat
Investor Relations
Chief Executive Officer
Chief Financial Officer
Chief Investment Officer
Investment Manager
Fund Manager
Legal Counsel
Compliance Officer
Risk Manager
Investment Analyst
Portfolio Manager
Corporate Lawyer
Financial Controller
Investment Director
Business Development Manager
Company Secretary
Treasury Manager
Due Diligence Specialist
Corporate Finance Manager
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