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Agreement To Invest In A Business
"I need an Agreement To Invest In A Business where a private equity firm is investing AUD 5 million for a 30% stake in an Australian technology company, with specific provisions for board representation and veto rights on major decisions."
1. Parties: Identifies and defines all parties to the investment agreement, including the investor(s) and the target business entity
2. Background: Sets out the context of the investment, including brief description of the business and the purpose of the investment
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Investment Terms: Details the amount, form, and structure of the investment (e.g., equity, convertible note, etc.)
5. Conditions Precedent: Lists all conditions that must be satisfied before the investment proceeds
6. Completion: Specifies the completion (closing) process, timing, and requirements
7. Warranties and Representations: Contains promises made by both parties about their capacity, authority, and business condition
8. Corporate Governance: Outlines management structure, board composition, and decision-making processes post-investment
9. Shareholder Rights: Details voting rights, dividend rights, and other shareholder entitlements
10. Transfer Restrictions: Specifies limitations on share transfers and processes for permitted transfers
11. Confidentiality: Governs the treatment of confidential information exchanged between parties
12. Dispute Resolution: Sets out procedures for resolving disputes between parties
13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Include when minority investors need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale of the company
3. Anti-Dilution Protection: Include when investors need protection against future down-rounds
4. Preferred Rights: Include when investors are receiving preferred shares with special rights or privileges
5. Employee Share Scheme: Include when the investment involves or affects an existing or proposed employee share scheme
6. Intellectual Property Protection: Include when the business's IP is a significant asset requiring specific protection
7. Non-Compete Provisions: Include when restrictions on competitive activities are necessary
8. Put and Call Options: Include when parties want rights to force purchase/sale of shares under specific circumstances
1. Capital Structure: Details of current and post-investment shareholding structure
2. Business Plan: Detailed business plan and financial projections
3. Key Personnel: List of key employees and their roles
4. Disclosed Matters: Exceptions to warranties and representations
5. Company Constitution: Current or proposed constitution of the company
6. Reserved Matters: List of decisions requiring special approval
7. Completion Checklist: List of documents and actions required for completion
8. Form of Shareholders Agreement: If separate shareholders agreement is required post-investment
Authors
Technology
Manufacturing
Retail
Healthcare
Financial Services
Professional Services
Real Estate
Agriculture
Mining
Education
Hospitality
Construction
Media and Entertainment
Energy
Transportation and Logistics
Legal
Finance
Corporate Development
Compliance
Risk Management
Executive Leadership
Investment
Business Development
Company Secretariat
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Corporate Lawyer
Company Director
Business Development Manager
Investment Analyst
Financial Controller
Venture Capital Associate
Private Equity Manager
Company Secretary
Risk Manager
Compliance Officer
Managing Director
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