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1. Parties: Identification of the Company, the Cornerstone Investor, and any other relevant parties
2. Background: Context of the proposed IPO and cornerstone investment arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription Obligation: Details of the investment commitment, including the subscription amount and pricing mechanism
5. Conditions Precedent: Conditions that must be satisfied before the investment obligation becomes binding
6. Closing: Mechanics and timing of the investment completion
7. Lock-up Undertakings: Restrictions on disposal of shares during the lock-up period
8. Representations and Warranties: Standard and specific warranties from both the investor and the company
9. Regulatory Compliance: Obligations to comply with relevant laws, regulations, and listing rules
10. Confidentiality: Obligations regarding confidential information and publicity
11. Termination: Circumstances under which the agreement may be terminated
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
1. Cornerstone Investor's Undertakings: Additional undertakings specific to certain types of investors, used when the investor has special status or requirements
2. Director Nomination Rights: Rights of the investor to nominate directors, included when agreed as part of the investment terms
3. Anti-dilution Rights: Protection against dilution in specific circumstances, included for strategic investors
4. Information Rights: Special information access rights, included for significant cornerstone investors
5. Fees and Expenses: Allocation of costs and expenses, included when not following standard market practice
6. Force Majeure: Provisions for extraordinary events, included in jurisdictions or situations with higher political or economic risk
7. Guarantee Provisions: Where the cornerstone investor's obligations are guaranteed by a parent company or other entity
1. Form of Completion Notice: Standard form for notifying completion of the investment
2. Subscription Details: Detailed breakdown of the subscription amount, number of shares, and pricing calculations
3. Warranties: Detailed warranties given by the cornerstone investor
4. Know Your Client Requirements: List of required KYC documentation and compliance requirements
5. Form of Lock-up Undertaking: Detailed terms of the lock-up restrictions and permitted transfers
6. Regulatory Approvals: List of required regulatory approvals and status
7. Contact Details: Contact information for all parties and their authorized representatives
Subscription Obligation
Investment Amount
Conditions Precedent
Closing
Lock-up
Share Allocation
Price Determination
Representations and Warranties
Regulatory Compliance
Information Rights
Confidentiality
Publicity
Anti-Money Laundering
Securities Laws Compliance
Termination
Force Majeure
Assignment
Notices
Costs and Expenses
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Amendments
Severability
Counterparts
Further Assurance
Time of Essence
Waiver
Third Party Rights
Non-Competition
Director Nomination Rights
Tag-Along Rights
Anti-Dilution
Indemnification
Financial Services
Technology
Healthcare
Real Estate
Manufacturing
Consumer Goods
Infrastructure
Energy
Telecommunications
Professional Services
Life Sciences
E-commerce
Education
Legal
Corporate Finance
Compliance
Investment
Corporate Secretarial
Risk Management
Board of Directors
Executive Management
Treasury
Investor Relations
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Corporate Finance Director
IPO Manager
Compliance Officer
Legal Counsel
Investment Manager
Corporate Secretary
Finance Manager
Risk Manager
Board Director
Investment Banker
Fund Manager
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