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Co Investment Agreement
"I need a Swiss-law Co-Investment Agreement for a real estate investment vehicle with five institutional investors, including specific provisions for quarterly capital calls and a management fee structure of 2% with 20% carried interest, targeting closing by March 2025."
1. Parties: Identification of all co-investors and the target company/investment vehicle
2. Background: Context of the co-investment arrangement and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Structure: Details of the investment vehicle, ownership structure, and initial capitalization
5. Investment Commitments: Specification of each party's investment commitment, timing, and funding mechanics
6. Capital Calls: Procedures for requesting additional capital contributions and consequences of default
7. Management and Governance: Decision-making processes, voting rights, and management structure
8. Transfer Restrictions: Limitations on transfer of interests and required procedures
9. Tag-Along and Drag-Along Rights: Rights of investors to participate in or be required to join in sales
10. Exit Provisions: Mechanisms for liquidation, sale, or IPO of the investment
11. Distribution Policy: Rules governing the distribution of profits, losses, and proceeds
12. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority
13. Confidentiality: Obligations regarding confidential information and trade secrets
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Governing Law and Jurisdiction: Specification of Swiss law application and dispute resolution procedures
1. Anti-Dilution Protection: Protection mechanisms for existing investors in case of down rounds
2. ROFR and ROFO Rights: Right of first refusal and first offer provisions for share transfers
3. Strategic Investor Rights: Special rights for strategic investors, such as board seats or veto rights
4. Co-Sale Rights: Additional provisions for coordinated sale of interests
5. Investment Committee: Structure and powers of an investment committee, if applicable
6. Key Person Provisions: Provisions related to key personnel and consequences of their departure
7. ESG Provisions: Environmental, Social, and Governance requirements for the investment
8. Compliance Requirements: Specific regulatory compliance obligations
9. Follow-on Investment Rights: Rights and procedures for future investment rounds
1. Schedule 1: Capital Commitments: Detailed breakdown of each investor's commitment amount and percentage
2. Schedule 2: Shareholders List: Current cap table and ownership structure
3. Schedule 3: Business Plan: Initial business plan and investment strategy
4. Schedule 4: Valuation Methodology: Agreed methods for valuing the investment and calculating returns
5. Schedule 5: Management Structure: Detailed governance structure and decision-making procedures
6. Schedule 6: Distribution Waterfall: Detailed mechanics for profit and proceeds distribution
7. Schedule 7: Reserved Matters: List of decisions requiring special approval
8. Schedule 8: Reporting Requirements: Format and frequency of financial and operational reports
9. Appendix A: Investment Vehicle Documents: Constitutional documents of the investment vehicle
10. Appendix B: KYC Requirements: Required due diligence documentation for investors
Authors
Financial Services
Private Equity
Venture Capital
Asset Management
Investment Banking
Real Estate
Infrastructure
Technology
Healthcare
Manufacturing
Renewable Energy
Professional Services
Legal
Investment
Finance
Corporate Development
Compliance
Risk Management
Treasury
Private Equity
Mergers & Acquisitions
Portfolio Management
Fund Administration
Deal Advisory
Chief Investment Officer
Investment Director
Legal Counsel
Chief Financial Officer
Investment Manager
Portfolio Manager
Managing Partner
Private Equity Director
Compliance Officer
Risk Manager
Fund Manager
General Counsel
Investment Analyst
Corporate Development Director
Transaction Manager
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