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1. Parties: Identifies and provides details of all parties to the investment contract, including their registered addresses and company registration numbers
2. Background: Sets out the context of the investment, including brief description of the business and purpose of the investment
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Investment Terms: Details the amount, form, and structure of the investment, including valuation and share price if applicable
5. Conditions Precedent: Lists conditions that must be satisfied before the investment is made
6. Completion: Specifies the completion mechanism, timing, and actions required at completion
7. Representations and Warranties: Contains statements of fact and assurances from both parties
8. Investor Rights: Outlines specific rights granted to the investor, including board seats, veto rights, and information rights
9. Transfer Restrictions: Details restrictions on transfer of shares and rights of first refusal
10. Tag Along and Drag Along Rights: Specifies co-sale rights and forced sale provisions
11. Covenants: Lists ongoing obligations of the parties
12. Events of Default: Defines circumstances constituting default and consequences thereof
13. Exit Rights: Specifies mechanisms for investor exit, including IPO, strategic sale, or buyback
14. Confidentiality: Governs the treatment of confidential information
15. Dispute Resolution: Sets out the mechanism for resolving disputes
16. Governing Law: Specifies Indian law as governing law and jurisdiction
17. General Provisions: Contains standard boilerplate provisions
1. Anti-Dilution Protection: Protection against future down rounds, included when investing in early-stage companies
2. Liquidation Preference: Preferential rights on liquidation, typically included for Series A and later rounds
3. Founder Obligations: Specific obligations for founders, included when founders are key to the business
4. Employee Stock Options: ESOP-related provisions, included when company has or plans to have an ESOP scheme
5. Foreign Investment Compliance: Special provisions for foreign investors to ensure FEMA compliance
6. Corporate Governance: Detailed governance framework, important for significant investments
7. Non-Compete and Non-Solicit: Restrictions on competitive activities, included when protecting market position is crucial
8. Environmental and Social Compliance: ESG provisions, important for impact investments or regulated sectors
1. Schedule 1 - Company Information: Details of company's share capital, subsidiaries, and corporate structure
2. Schedule 2 - Capitalization Table: Pre and post-investment shareholding pattern
3. Schedule 3 - Conditions Precedent: Detailed list of conditions to be satisfied before investment
4. Schedule 4 - Warranties: Detailed warranties given by the company and founders
5. Schedule 5 - Reserved Matters: List of matters requiring investor consent
6. Schedule 6 - Completion Actions: Step-by-step actions to be taken at completion
7. Schedule 7 - Material Contracts: List of important contracts and arrangements
8. Schedule 8 - Intellectual Property: Details of company's IP assets and rights
9. Appendix A - Board Composition: Details of board structure and governance
10. Appendix B - Business Plan: Company's business plan and financial projections
Agreement
Anti-Dilution Rights
Applicable Law
Board
Business
Business Day
Business Plan
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Control
Deed of Adherence
Directors
Disclosure Letter
Drag Along Rights
Encumbrance
Equity Shares
Event of Default
Exit Event
Fair Market Value
Financial Year
Fully Diluted Basis
Founders
Governmental Authority
Group Companies
Intellectual Property Rights
Investment Amount
Investor
IPO
Key Employees
Liquidation Event
Liquidation Preference
Material Adverse Effect
Material Contracts
Observer
Ordinary Course of Business
Parties
Pre-emptive Rights
Preference Shares
Pro Rata Share
Regulatory Approvals
Related Party
Reserved Matters
ROFR
Securities
Shareholders
Shareholders Agreement
Subscription Shares
Tag Along Rights
Transfer
Valuation
Warranties
Investment Terms
Share Subscription
Consideration
Conditions Precedent
Completion Obligations
Representations and Warranties
Information Rights
Board Composition
Reserved Matters
Pre-emptive Rights
Transfer Restrictions
Tag Along Rights
Drag Along Rights
Anti-Dilution
Exit Rights
Liquidation Preference
Non-Compete
Non-Solicitation
Confidentiality
Intellectual Property
Indemnification
Force Majeure
Term and Termination
Events of Default
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Regulatory Compliance
Foreign Investment Compliance
Further Assurance
Technology
E-commerce
Healthcare
Manufacturing
Financial Services
Real Estate
Infrastructure
Renewable Energy
Consumer Goods
Education
Telecommunications
Biotechnology
Agriculture
Retail
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Risk Management
Investment
Corporate Secretarial
Board of Directors
Executive Leadership
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Investment Manager
Corporate Lawyer
Company Secretary
Venture Capital Associate
Private Equity Manager
Investment Banker
Corporate Development Manager
Risk Manager
Compliance Officer
Managing Director
Board Director
Financial Controller
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