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Investment Commitment Agreement
"I need an Investment Commitment Agreement under Hong Kong law for a Series A investment of HKD 10 million into a technology startup, with tag-along rights and board representation for the lead investor."
1. Parties: Identifies and defines all parties to the agreement, including the investor(s) and investee company
2. Background: Sets out the context of the investment and the parties' intentions
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Investment Commitment: Details the investment amount, payment terms, and conditions precedent
5. Use of Investment Proceeds: Specifies how the investment funds will be utilized
6. Representations and Warranties: Standard and specific warranties from both parties regarding their capacity, authority, and business condition
7. Covenants: Ongoing obligations of the parties, including reporting requirements and business conduct
8. Investment Protection Rights: Protective provisions for the investor, including information rights and anti-dilution protection
9. Events of Default: Defines circumstances constituting default and consequences
10. Termination: Conditions and process for terminating the agreement
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments
14. Dispute Resolution: Procedures for resolving disputes, typically including arbitration provisions
1. Tag-Along Rights: Optional provision giving investors the right to join in the sale of shares by other shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of shares
3. Board Representation: Include when the investment includes rights to appoint board members
4. Conversion Rights: Required for convertible investments, specifying terms and conditions for conversion
5. Pre-emptive Rights: Optional rights for investors to participate in future funding rounds
6. Exit Provisions: Include when specific exit mechanisms or timelines are agreed upon
7. Founder Commitments: Include when founders are making specific commitments or are subject to restrictions
8. Performance Targets: Include when the investment is tied to specific business performance metrics
1. Schedule 1 - Investment Details: Detailed breakdown of investment amount, valuation, and share allocation
2. Schedule 2 - Conditions Precedent: List of conditions that must be satisfied before investment completion
3. Schedule 3 - Warranties: Detailed warranties given by the company and founders
4. Schedule 4 - Company Information: Key company details including capital structure and financial information
5. Schedule 5 - Form of Notice of Investment: Template for formal investment notice
6. Appendix A - Business Plan: Company's business plan and financial projections
7. Appendix B - Completion Documents: List and forms of documents required at completion
8. Appendix C - Corporate Resolutions: Required corporate approvals and resolutions
Authors
Investment Amount
Investment Period
Completion
Completion Date
Conditions Precedent
Business Day
Confidential Information
Group
Group Company
Board
Directors
Shareholders
Share Capital
Ordinary Shares
Preference Shares
Investment Shares
Encumbrance
Material Adverse Change
Warranties
Disclosed
Due Diligence Materials
Business Plan
Financial Year
Hong Kong
HKD
Intellectual Property Rights
Key Employees
Management Accounts
Material Contracts
Permitted Transferee
Related Party
Reserved Matters
Subscription Price
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Transfer
Valuation
Working Capital
Transaction Documents
Governing Law
Investment Returns
Exit Event
IPO
Change of Control
Force Majeure Event
Insolvency Event
Losses
Claims
Regulatory Approvals
Security Interest
Subsidiary
Territory
Voting Rights
Investment Terms
Payment Obligations
Conditions Precedent
Completion
Representations and Warranties
Investor Rights
Board Representation
Information Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Share Transfer Restrictions
Reserved Matters
Covenants
Company Undertakings
Investor Undertakings
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Further Assurance
Assignment
Notices
Costs and Expenses
Force Majeure
Termination
Events of Default
Dispute Resolution
Governing Law and Jurisdiction
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Technology
Financial Services
Real Estate
Healthcare
Manufacturing
E-commerce
Renewable Energy
Biotechnology
Consumer Goods
Infrastructure
Education
Media and Entertainment
Telecommunications
Professional Services
Retail
Legal
Finance
Investment
Corporate Development
Compliance
Executive Leadership
Board of Directors
Company Secretariat
Risk Management
Corporate Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Investment Manager
Company Secretary
Compliance Officer
Board Director
Managing Director
Finance Director
Investment Analyst
General Counsel
Corporate Development Manager
Fund Manager
Private Equity Manager
Venture Capital Manager
Financial Controller
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