The Cornerstone Investment Agreement is a crucial document used in the Philippine capital markets when a company seeks to secure significant investment commitments prior to an IPO or major funding round. This agreement provides certainty to the issuer regarding capital raising while offering cornerstone investors privileged access to substantial equity positions. Typically executed in compliance with Philippine securities laws, particularly the Securities Regulation Code and relevant SEC regulations, it outlines detailed terms including investment amount, pricing mechanisms, lock-up periods, and investor rights. The agreement helps demonstrate confidence in the offering to other potential investors and can be instrumental in ensuring the success of the capital raising exercise. It requires careful consideration of foreign investment restrictions, corporate regulations, and stock exchange listing requirements applicable in the Philippines.
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1. Parties: Identifies the parties to the agreement including the Company, the Cornerstone Investor, and any guarantors
2. Background: Sets out the context of the agreement, including details about the proposed IPO or investment round
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Investment Commitment: Details the cornerstone investor's commitment, including investment amount and conditions
5. Subscription Price: Specifies the price per share and any pricing mechanisms or adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before the investment becomes binding
7. Closing: Details the mechanics and timing of the investment closing
8. Representations and Warranties: Contains statements of fact and assurances from both parties
9. Lock-up Restrictions: Specifies restrictions on the sale or transfer of shares post-investment
10. Confidentiality: Governs the treatment of confidential information
11. Announcements: Regulates public statements about the investment
12. Termination: Sets out circumstances under which the agreement can be terminated
13. Costs and Expenses: Allocates responsibility for costs related to the transaction
14. Notices: Specifies how formal communications between parties should be made
15. General Provisions: Contains standard boilerplate clauses including governing law, jurisdiction, etc.
1. Anti-dilution Rights: Protects the investor's percentage ownership from dilution in future funding rounds
2. Board Representation: Grants the investor rights to appoint board members or observers
3. Information Rights: Provides the investor with rights to receive certain company information
4. Pre-emptive Rights: Gives the investor right of first refusal on future share issues
5. Tag-along Rights: Allows the investor to join in if other shareholders sell their shares
6. Foreign Investment Compliance: Additional provisions for compliance with Philippine foreign investment laws
7. Guarantee Provisions: Required when there is a guarantor for the investor's obligations
8. IPO Success Fee: Details any additional payments contingent on successful IPO completion
1. Schedule 1 - Company Information: Detailed information about the Company including corporate structure and capitalization
2. Schedule 2 - Subscription Details: Detailed breakdown of the investment amount, number of shares, and pricing calculations
3. Schedule 3 - Conditions Precedent: Comprehensive list of all conditions that must be satisfied before closing
4. Schedule 4 - Warranties: Detailed warranties given by the Company and the Investor
5. Schedule 5 - Form of Closing Documents: Templates of documents required for closing
6. Schedule 6 - Regulatory Approvals: List of required regulatory approvals and status
7. Appendix A - Form of Subscription Letter: Template for the formal subscription letter
8. Appendix B - Declaration Forms: Required regulatory and compliance declaration forms
9. Appendix C - Share Certificate Specimen: Sample of the share certificate to be issued
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Real Estate
Infrastructure
Manufacturing
Telecommunications
Healthcare
Energy
Consumer Goods
Mining and Natural Resources
Transportation and Logistics
Retail
Agriculture
Education
Relevant Teams
Legal
Corporate Finance
Investment
Compliance
Treasury
Risk Management
Corporate Secretarial
Board of Directors
Executive Management
Strategic Planning
Financial Control
Corporate Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Finance Director
IPO Manager
Legal Counsel
Investment Manager
Compliance Officer
Corporate Secretary
Finance Manager
Investment Banker
Private Equity Director
Board Director
Risk Manager
Strategy Director
Treasury Manager
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