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Shareholder Investment Agreement
"I need a Shareholder Investment Agreement for an Austrian tech startup receiving a €2 million investment from a venture capital firm in March 2025, with specific provisions for founder vesting and anti-dilution protection."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investors
2. Background: Context of the investment, including company history and purpose of the investment
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Terms: Details of the investment amount, share class, and valuation
5. Completion Mechanics: Process and conditions for completing the investment, including conditions precedent
6. Warranties and Representations: Warranties given by the company and existing shareholders
7. Corporate Governance: Board structure, appointment rights, and decision-making processes
8. Shareholder Rights and Obligations: Voting rights, information rights, and obligations of shareholders
9. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
10. Anti-dilution and Future Funding: Protection against dilution and provisions for future funding rounds
11. Exit Provisions: Terms regarding company sale, IPO, or other exit events
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Term and Termination: Duration of the agreement and termination circumstances
14. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices
1. Employee Share Scheme: Include when the company has or plans to implement an employee share ownership program
2. Intellectual Property Rights: Include when IP is a significant asset or there are specific IP arrangements
3. Non-Competition and Non-Solicitation: Include when restrictions on competitive activities are required
4. Tag-Along and Drag-Along Rights: Include for larger investments or when early exit possibilities are important
5. Founder Commitments: Include when founders are required to make specific commitments to the company
6. Strategic Investor Rights: Include when strategic investors require specific commercial rights or arrangements
7. Compliance with Foreign Investment Laws: Include when foreign investors are involved and subject to specific regulations
1. Schedule 1: Cap Table: Current and post-investment shareholding structure
2. Schedule 2: Company Details: Detailed information about the company, including registration details and key contracts
3. Schedule 3: Warranties: Detailed warranties given by the company and warrantors
4. Schedule 4: Reserved Matters: List of decisions requiring special majority or investor consent
5. Schedule 5: Completion Requirements: Detailed list of documents and actions required for completion
6. Schedule 6: Articles of Association: New or amended articles of association to be adopted
7. Schedule 7: Business Plan: Company's business plan and financial projections
8. Appendix A: Board Regulations: Detailed procedures for board operations and decision-making
9. Appendix B: Share Transfer Procedures: Detailed procedures for implementing share transfers and rights of first refusal
Authors
Articles of Association
Board
Business Day
Business Plan
Call Option
Completion
Completion Date
Confidential Information
Deed of Adherence
Drag-Along Right
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Investment Shares
IPO
Key Employees
Material Adverse Change
New Securities
Ordinary Shares
Permitted Transfer
Pre-emption Rights
Preferred Shares
Put Option
Qualified IPO
Reserved Matters
Share Capital
Shareholders' Resolution
Subscription Price
Tag-Along Right
Transfer
Valuation
Warranties
Management Board
Supervisory Board
Share Transfer Agreement
Anti-Dilution Protection
Liquidation Preference
Qualified Majority
Corporate Purpose
Commercial Register
Articles of Incorporation
Share Certificate
Shareholders' Meeting
Capital Increase
Subscription Rights
Share Subscription
Consideration
Conditions Precedent
Completion Obligations
Warranties and Representations
Board Composition
Reserved Matters
Information Rights
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Future Funding
Exit Rights
IPO Rights
Put Option Rights
Call Option Rights
Dividend Rights
Voting Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Employee Matters
Founder Commitments
Default
Deadlock Resolution
Amendment Rights
Assignment
Severability
Notices
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Termination
Indemnification
Costs and Expenses
Technology and Software
Biotechnology
Healthcare
Manufacturing
Renewable Energy
Financial Services
E-commerce
Real Estate
Industrial Technology
Consumer Goods
Professional Services
Media and Entertainment
Telecommunications
Clean Technology
Digital Infrastructure
Legal
Corporate Finance
Investment
Corporate Development
Compliance
Executive Management
Board of Directors
Corporate Governance
Treasury
Risk Management
Strategic Planning
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Investment Manager
Company Secretary
Managing Director
Board Member
Venture Capital Partner
Private Equity Manager
Corporate Development Director
General Counsel
Investment Analyst
Compliance Officer
Financial Controller
Business Development Director
Portfolio Manager
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