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Co Investment Agreement
"I need a Co-Investment Agreement for a renewable energy project in Ireland where three institutional investors will jointly invest €50 million, with specific provisions for staged investment tranches throughout 2025 and ESG compliance requirements."
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 and Interpretation: Defined terms and rules of interpretation for the agreement
4. Investment Commitment: Details of each party's investment commitment, including amounts and timing
5. Completion Mechanics: Process and conditions for completing the investment
6. Governance Rights: Management and control rights, board representation, voting arrangements
7. Transfer Restrictions: Limitations on transfer of investments and pre-emptive rights
8. Tag and Drag Rights: Co-sale rights and forced sale provisions
9. Information Rights: Rights to financial and operational information, reporting requirements
10. Reserved Matters: Decisions requiring specific investor approval
11. Exit Provisions: Mechanisms and timing for investment exit
12. Confidentiality: Protection of confidential information and trade secrets
13. Warranties: Basic warranties from each party regarding capacity and authority
14. Boilerplate Provisions: Standard legal provisions including notices, governing law, etc.
1. Anti-Dilution Protection: Protection against value dilution in future funding rounds, included when requested by investors
2. Management Provisions: Specific provisions regarding management team and their obligations, included when management are also investors
3. Investment Committee: Structure and operation of investment committee, included for larger co-investment groups
4. Key Person Provisions: Provisions relating to key individuals, included when success depends on specific individuals
5. Co-Investment Opportunities: Rights to participate in future investments, included for strategic investors
6. Default Provisions: Consequences of default on investment commitments, included for staged investments
7. ESG Requirements: Environmental, social and governance requirements, included when investors have specific ESG policies
8. LPOA: Limited Power of Attorney provisions, included when certain investors need ability to act on behalf of others
1. Details of the Parties: Complete details and notice information for all parties
2. Investment Amounts: Detailed breakdown of investment commitments and payment schedules
3. Conditions Precedent: List of conditions to be satisfied before completion
4. Completion Requirements: Detailed steps and documents required for completion
5. Reserved Matters List: Comprehensive list of matters requiring investor approval
6. Form of Deed of Adherence: Template for new parties joining the agreement
7. Corporate Structure: Group structure chart and ownership details
8. Investment Terms: Detailed terms of the investment including any special rights
9. Warranties: Detailed warranties if applicable to the investment
Authors
Financial Services
Private Equity
Venture Capital
Real Estate
Technology
Healthcare
Infrastructure
Renewable Energy
Manufacturing
Professional Services
Biotechnology
Media and Entertainment
Legal
Finance
Investment
Corporate Development
Compliance
Risk Management
Private Equity
Venture Capital
Corporate Governance
Treasury
Tax
Strategy
Chief Executive Officer
Chief Financial Officer
Investment Director
Legal Counsel
Corporate Lawyer
Investment Manager
Fund Manager
Private Equity Partner
Venture Capital Partner
Chief Investment Officer
Portfolio Manager
Risk Manager
Compliance Officer
Company Secretary
Director of Corporate Development
Managing Partner
Investment Associate
Deal Structure Analyst
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