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Company Investment Agreement
"I need a Company Investment Agreement under Austrian law for a Series A investment of €5 million from a venture capital fund into our software company, with completion planned for March 2025, including specific provisions for board representation and anti-dilution protection."
1. Parties: Identification of the investor(s), company, and existing shareholders
2. Background: Context of the investment and current company status
3. Definitions: Defined terms used throughout the agreement
4. Investment Terms: Details of the investment amount, share class, and valuation
5. Completion Mechanics: Process and conditions for completing the investment
6. Warranties and Representations: Company and founder warranties, including disclosure letter reference
7. Investor Rights: Information, inspection, and board representation rights
8. Transfer Restrictions: Limitations on share transfers and change of control
9. Pre-emption Rights: Rights of first refusal on new share issuances
10. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions
11. Confidentiality: Confidentiality obligations and permitted disclosures
12. Costs and Taxes: Allocation of transaction costs and tax responsibilities
13. Notices: Communication procedures between parties
14. General Provisions: Boilerplate clauses including governing law and jurisdiction
1. Anti-Dilution Protection: Price protection mechanisms for future down rounds, optional for early-stage investments
2. Liquidation Preference: Preferential returns in exit scenarios, typically for larger investments
3. Founder Vesting: Share vesting provisions for founders, relevant for early-stage startups
4. Non-Compete and Non-Solicitation: Competitive restrictions on founders and key employees
5. Strategic Collaboration: Terms for business cooperation, relevant for strategic investors
6. Environmental, Social and Governance (ESG): ESG compliance requirements, increasingly common for institutional investors
7. Foreign Investment Provisions: Additional provisions required for non-EU investors
8. Intellectual Property Assignment: IP transfer provisions if required for pre-investment restructuring
1. Cap Table: Pre and post-investment shareholding structure
2. Disclosure Letter: Exceptions and qualifications to the warranties
3. Company Information: Key corporate and business information about the company
4. Business Plan: Company's business plan and financial projections
5. Articles of Association: New or amended articles reflecting investment terms
6. Board Resolutions: Required corporate approvals for the investment
7. Management Accounts: Recent financial statements and management accounts
8. Key Contracts: Summary of material contracts and commitments
9. Intellectual Property Register: List of company's IP rights and registrations
10. Completion Checklist: List of actions and documents required for completion
Authors
Articles of Association
Board
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Consideration
Control
Deed of Adherence
Disclosure Letter
Encumbrance
Event of Default
Exercise Period
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Investment Shares
Investor Director
Investor Majority
Key Employees
Management Accounts
Material Adverse Change
New Securities
Ordinary Shares
Parties
Pre-emption Rights
Preferred Shares
Qualified IPO
Related Parties
Relevant Securities
Reserved Matters
Share Capital
Shareholders
Shareholders' Agreement
Subscription Price
Tag-Along Notice
Tag-Along Right
Transfer
Valuation
Warranties
Working Capital
Austrian GAAP
Gesellschaftsvertrag
Firmenbuch
Geschäftsführer
Gesellschafter
Stammkapital
Kapitalerhöhung
Geschäftsanteil
Vorkaufsrecht
Mitaufgriffsrecht
Investment Terms
Completion Conditions
Conditions Precedent
Warranties and Representations
Board Composition
Reserved Matters
Information Rights
Pre-emption Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Liquidation Preference
Exit Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Founder Commitments
Management Provisions
Put and Call Options
Dividend Rights
Voting Rights
Default
Termination
Remedies
Assignment
Costs and Expenses
Tax Matters
Notices
Force Majeure
Governing Law
Dispute Resolution
Severability
Entire Agreement
Variation
Waiver
Technology
Manufacturing
Healthcare
Real Estate
Financial Services
E-commerce
Biotechnology
Renewable Energy
Software Development
Consumer Goods
Professional Services
Media and Entertainment
Telecommunications
Industrial
Agriculture
Education Technology
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Executive Leadership
Business Development
Strategy
Corporate Governance
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Managing Director
Finance Director
Investment Manager
Legal Counsel
Company Secretary
Business Development Director
Venture Capital Partner
Private Equity Manager
Corporate Development Manager
Risk Manager
Compliance Officer
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