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Cornerstone Investment Agreement
"Need a Cornerstone Investment Agreement for our upcoming tech company IPO in Singapore, with a target investment of $50M from a sovereign wealth fund, including standard 6-month lock-up period and board nomination rights, planned for March 2025."
1. Parties: Details of the cornerstone investor and the company/issuer
2. Background: Context of the investment and IPO plans
3. Definitions: Key terms used throughout the agreement
4. Investment Commitment: Details of investment amount, pricing, and allocation
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Lock-up Provisions: Restrictions on disposal of invested shares
7. Representations and Warranties: Standard assurances from both parties
8. Termination Rights: Circumstances under which the agreement can be terminated
1. Board Representation: Rights to nominate board members, applicable when investor receives board nomination rights
2. Anti-dilution Rights: Protection against future share dilution, typically included for larger cornerstone investments
3. Information Rights: Rights to receive company information, typically included for strategic investors
1. Schedule 1: Investment Details: Detailed breakdown of investment amount and share allocation
2. Schedule 2: Conditions Precedent: Detailed list of conditions to be satisfied
3. Schedule 3: Warranties: Detailed warranties from both parties
4. Appendix A: Form of Lock-up Undertaking: Standard form of lock-up agreement
5. Appendix B: Completion Documents: List of documents required at completion
Authors
Allotment Date
Application
Board
Business Day
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Cornerstone Investment
Cornerstone Investor
Encumbrance
Final Price
Group
IPO
Issue Manager
Listing
Listing Date
Lock-up Period
Material Adverse Change
Offer Documents
Offer Price Range
Offer Shares
Parties
Price Determination Date
Prospectus
Public Offer
Regulatory Authority
Relevant Securities
Securities and Futures Act
SGX-ST
Subscription Amount
Subscription Shares
Trading Day
Transaction Documents
Underwriting Agreement
Warranties
Subscription Price
Conditions Precedent
Completion
Lock-up Restrictions
Representations and Warranties
Undertakings
Confidentiality
Termination
Force Majeure
Assignment
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Entire Agreement
Amendments
Severability
Third Party Rights
Anti-Money Laundering
Compliance with Laws
Information Rights
Board Nomination Rights
Pre-emptive Rights
Tag-Along Rights
Non-Competition
Share Transfer Restrictions
Indemnification
Publicity and Announcements
Further Assurance
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