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Cornerstone Investment Agreement Template for Netherlands

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Key Requirements PROMPT example:

Cornerstone Investment Agreement

"Need to draft a Dutch law Cornerstone Investment Agreement for a €50M investment in a tech company planning an IPO in March 2025, with specific focus on pre-emptive rights and board representation for the cornerstone investor."

Document background
The Cornerstone Investment Agreement is a crucial document used when a company seeks to secure significant investment from a strategic or institutional investor, particularly in the context of an IPO or major financing round. Under Dutch law, this agreement sets out the detailed terms of the investment, including subscription price, number of shares, conditions precedent, and various rights and obligations of the parties. The document is essential for companies looking to demonstrate market confidence and secure anchor investors before broader fundraising efforts. It typically includes provisions for corporate governance rights, transfer restrictions, and other key protections specific to Dutch legal requirements. The agreement must comply with Dutch corporate law, particularly the Dutch Civil Code (Burgerlijk Wetboek) and Financial Supervision Act (Wet op het financieel toezicht), while also considering relevant EU regulations.
Suggested Sections

1. Parties: Identification of the investor(s), company, and any other key parties to the agreement

2. Background: Context of the investment, company's business, and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Subscription and Investment: Core terms of the investment including amount, share class, and price per share

5. Conditions Precedent: Conditions that must be satisfied before the investment can close

6. Closing: Mechanics and requirements for completing the investment transaction

7. Representations and Warranties: Statements of fact and assurances from both the company and the investor

8. Investor Rights: Key rights granted to the cornerstone investor including board representation and information rights

9. Transfer Restrictions: Limitations on the transfer of shares and any lock-up provisions

10. Confidentiality: Obligations regarding confidential information and public announcements

11. Term and Termination: Duration of the agreement and circumstances allowing early termination

12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Anti-dilution Protection: Protection against future share issuances at lower valuations, included when negotiated by the investor

2. Tag-Along Rights: Right to join in sale of shares by other shareholders, included for minority investor protection

3. Pre-emptive Rights: Right to participate in future share issuances, included when investor wants to maintain percentage ownership

4. Regulatory Compliance: Specific provisions regarding regulatory requirements, included when investment requires regulatory approvals

5. Corporate Governance Rights: Detailed governance provisions, included when investor requires specific governance rights

6. Use of Proceeds: Restrictions on use of investment funds, included when investor requires specific use of funds

7. Strategic Cooperation: Terms of business cooperation, included when investment includes strategic partnership elements

8. Share Adjustment: Mechanisms for adjusting share numbers/price based on specific events, included when relevant to deal structure

Suggested Schedules

1. Schedule 1 - Definitions: Detailed list of defined terms used in the agreement

2. Schedule 2 - Company Information: Details of the company including corporate structure, share capital, and subsidiaries

3. Schedule 3 - Warranties: Detailed warranties given by the company and/or existing shareholders

4. Schedule 4 - Conditions Precedent: Detailed list of all conditions to be satisfied before closing

5. Schedule 5 - Closing Requirements: Detailed list of closing deliverables and actions

6. Schedule 6 - Form of Shareholders' Agreement: Draft or agreed form of shareholders' agreement to be entered into at closing

7. Schedule 7 - Constitutional Documents: Articles of association and other constitutional documents

8. Schedule 8 - Disclosure Letter: Exceptions and qualifications to the warranties

9. Appendix A - Investment Details: Detailed breakdown of investment amount, share numbers, and pricing calculations

10. Appendix B - Required Regulatory Approvals: List of required regulatory approvals and filing requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






















































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Relevant Industries

Financial Services

Technology

Real Estate

Infrastructure

Healthcare

Energy

Manufacturing

Telecommunications

Private Equity

Venture Capital

Professional Services

Life Sciences

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Corporate Secretariat

Executive Leadership

Investment Banking

Private Equity

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Legal Counsel

Finance Director

Investment Manager

Corporate Development Director

Compliance Officer

Board Director

Investment Banking Director

Private Equity Director

M&A Director

Treasury Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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