The Investment And Shareholders Agreement is a crucial document used when a company is receiving new investment while establishing or updating the framework for shareholder relationships. Typically employed in private equity, venture capital, or strategic investment scenarios in Canada, it combines elements of an investment agreement with a shareholders' agreement. The document addresses key aspects such as investment terms, share pricing, governance rights, share transfer restrictions, and exit provisions, while ensuring compliance with Canadian federal and provincial regulations. It's particularly important for growing companies seeking capital, protecting both investor interests and existing shareholder rights while establishing clear corporate governance structures. The agreement must align with the Canada Business Corporations Act, applicable provincial securities laws, and other relevant Canadian legislation.
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Key Requirements PROMPT example:
Investment And Shareholders Agreement
"Need an Investment and Shareholders Agreement for a Series A investment round where a VC firm is investing CAD 5 million for a 25% stake in our tech startup, with standard minority protections and board seat provisions."
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investors
2. Background: Context of the investment, current company structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Investment Terms: Details of the investment amount, share price, and mechanics of the investment
5. Completion and Conditions Precedent: Conditions that must be met before the investment is completed and completion mechanics
6. Warranties and Representations: Warranties given by the company and existing shareholders to the investors
7. Share Rights and Capital Structure: Rights attached to different share classes and details of the company's capital structure
8. Corporate Governance: Board composition, appointment rights, and decision-making processes
9. Reserved Matters: Decisions requiring special majority or investor consent
10. Information and Reporting Rights: Obligations regarding financial and operational reporting to shareholders
11. Share Transfer Restrictions: Limitations on the transfer of shares and pre-emptive rights
12. Exit Provisions: Provisions regarding company sale, IPO, or other exit events
13. Drag and Tag Rights: Drag-along and tag-along provisions for share sales
14. Confidentiality: Obligations regarding confidential information
15. Dispute Resolution: Procedures for resolving disputes between parties
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 investing in early-stage companies
2. Employee Share Option Plan: Framework for employee share schemes, included when the company plans to implement share-based incentives
3. Founder Vesting: Vesting provisions for founder shares, typically included for early-stage investments
4. Strategic Investor Rights: Special rights for strategic investors, included when strategic partners are investing
5. Competition and Non-Solicitation: Restrictions on competitive activities, included when shareholders are active in the industry
6. Dividend Policy: Specific dividend distribution rules, included when regular distributions are anticipated
7. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances
8. Foreign Investment Provisions: Special provisions required for foreign investors under the Investment Canada Act
1. Share Capital Table: Detailed breakdown of shareholding before and after investment
2. Warranties: Detailed warranties given by the company and existing shareholders
3. Deed of Adherence: Form for new shareholders to become bound by the agreement
4. Business Plan: Company's business plan and use of investment proceeds
5. Board Reserved Matters: Detailed list of matters requiring board approval
6. Shareholder Reserved Matters: Detailed list of matters requiring shareholder approval
7. Completion Requirements: Detailed list of documents and actions required for completion
8. Company Information: Key company information including corporate and financial details
9. Form of Share Certificate: Template for share certificates to be issued
10. Investment Mechanics: Detailed steps and timing for the investment process
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Healthcare
Financial Services
Real Estate
Retail
Energy
Mining
Biotechnology
Software
E-commerce
Professional Services
Media and Entertainment
Telecommunications
Clean Technology
Agriculture
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Development
Investment
Compliance
Board of Directors
Executive Leadership
Corporate Secretariat
Risk Management
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Private Equity Manager
Venture Capital Partner
Investment Banker
Corporate Lawyer
Finance Director
Business Development Director
Board Member
Chief Legal Officer
Investment Manager
Portfolio Manager
Managing Partner
Corporate Development Manager
Compliance Officer
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