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Term Sheet For Investors
1. Parties: Identification of the company and the potential investor(s)
2. Background: Brief description of the company, current status, and purpose of the investment
3. Definitions: Key terms used throughout the term sheet
4. Investment Amount: Proposed investment amount and valuation details
5. Type of Securities: Description of the type of shares or securities to be issued
6. Price Per Share: Specified price per share and valuation basis
7. Pre/Post-Money Valuation: Clear statement of pre-money and post-money valuation
8. Investor Rights: Key rights attached to the investment including voting, dividend, and information rights
9. Board Composition: Proposed structure of the board and any investor representation
10. Transfer Restrictions: Limitations on share transfers and any lock-up periods
11. Anti-Dilution Protection: Provisions protecting against future dilution
12. Closing Conditions: Key conditions that must be met before investment completion
13. Confidentiality: Confidentiality obligations regarding the terms and negotiations
14. Binding Effect: Statement of which provisions are binding and non-binding
15. Governing Law: Specification of Danish law as governing law
1. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in a sale
2. Tag-Along Rights: Include when minority investors need protection to join in any sale by majority shareholders
3. Liquidation Preference: Include for preferred share investments to specify priority in liquidation events
4. Conversion Rights: Include when the investment includes convertible securities
5. Future Financing Rounds: Include when there's a need to address pre-emptive rights in future rounds
6. Employee Share Pool: Include when establishing or modifying an employee share scheme
7. Intellectual Property Rights: Include when IP is a crucial aspect of the company's value
8. Environmental, Social and Governance (ESG): Include when investors have specific ESG requirements
1. Cap Table: Current and post-investment capitalization table
2. Corporate Structure: Organization chart showing corporate structure and key subsidiaries
3. Key Financial Information: Summary of key financial metrics and projections
4. Anticipated Use of Proceeds: Breakdown of how investment funds will be used
5. Key Performance Indicators: Current and projected KPIs
6. Due Diligence Checklist: List of required due diligence items
7. Milestone Schedule: If applicable, key business or technical milestones tied to the investment
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