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1. Parties: Identification and details of all parties to the agreement including the company, investors, and any other relevant stakeholders
2. Background: Context of the investment, including company status, purpose of investment, and relevant history
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Investment Terms: Detailed terms of the investment including amount, share class, price per share, and payment mechanics
5. Conditions Precedent: Prerequisites that must be satisfied before completion of the investment
6. Completion Mechanics: Step-by-step process for completing the investment, including timing and deliverables
7. Warranties: Representations and warranties from the company and founders regarding business status and operations
8. Board and Voting Rights: Governance provisions, voting arrangements, and board composition requirements
1. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds, typically included for institutional investors
2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares by majority shareholders
3. Drag-Along Rights: Provisions enabling majority shareholders to force minority shareholders to join in a company sale
4. Employee Share Option Pool: Framework for establishing and maintaining an employee share scheme
1. Capitalization Table: Detailed breakdown of current and post-investment share ownership structure
2. Warranties Schedule: Comprehensive list of warranties given by the company and founders
3. New Articles of Association: Revised company constitution incorporating new investor rights and share classes
4. Disclosure Letter: Document containing exceptions and qualifications to the warranties
5. Board Resolutions: Corporate approvals required to implement the investment
6. Shareholders' Agreement: Detailed agreement governing relationships between shareholders post-investment
Articles
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Directors
Disclosed
Disclosure Letter
Encumbrance
Equity Securities
Exit
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Investor Director
Investor Majority
Investor Shares
IPO
Material Adverse Change
New Articles
Ordinary Shares
Permitted Transferee
Pre-emption Rights
Preferred Shares
Qualified IPO
Relevant Securities
Reserved Matters
Shareholder
Shareholders' Agreement
Subscription Price
Subsidiary
Tag-along Right
Transaction Documents
Transfer
Valuation
Warranties
Warrantors
Investment Amount
Share Price and Valuation
Conditions Precedent
Completion Mechanics
Warranties and Representations
Pre-emption Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Composition
Voting Rights
Information Rights
Reserved Matters
Dividend Rights
Exit Provisions
Confidentiality
Non-competition
Assignment
Further Assurance
Costs and Expenses
Notices
Severability
Entire Agreement
Variation and Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Termination
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