The Shareholder Investment Agreement is a crucial document used when a company seeks to bring in new investors while establishing clear rules for the relationship between all shareholders. This agreement is particularly important in the Maltese business environment, where it must comply with both local corporate law and EU regulations. The document typically comes into play during funding rounds, strategic investments, or corporate restructuring, providing a comprehensive framework for the investment relationship. It includes detailed provisions on share subscription, shareholder rights, corporate governance, information rights, and exit mechanisms. The agreement must be drafted in accordance with the Malta Companies Act and other relevant Maltese legislation, taking into account specific local requirements for share transfers, board composition, and shareholder protection. It serves as a fundamental tool for protecting both existing shareholders and new investors while ensuring clear guidelines for company operation and future development.
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1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investor(s)
2. Background: Context of the investment, including company status 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, price per share, and payment terms
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 to the investor
7. Share Rights and Restrictions: Rights attached to shares and any restrictions on transfer or encumbrance
8. Corporate Governance: Board composition, appointment rights, and decision-making processes
9. Reserved Matters: Decisions requiring special approval from investors or specific shareholder groups
10. Information Rights: Investor's rights to receive financial and operational information
11. Pre-emption Rights: Rights of first refusal on new share issues and share transfers
12. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
13. Exit Provisions: Provisions regarding company sale, IPO, or other exit events
14. Confidentiality: Obligations regarding confidential information
15. Term and Termination: Duration of the agreement and termination provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Anti-Dilution Protection: Protection for investors against future down-rounds, used in higher-risk investments
2. Founder Commitments: Specific obligations for founders including non-compete and service commitments, used when founders are key to the business
3. Employee Share Scheme: Provisions for employee share options or similar schemes, included if company plans to implement such schemes
4. Dividend Policy: Specific rules for dividend distributions, included when parties want to establish clear dividend expectations
5. Dead-lock Resolution: Mechanisms for resolving shareholder or board deadlocks, useful for 50/50 joint ventures
6. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances, used for strategic investments
7. Management Provisions: Detailed management structure and responsibilities, included for larger or more complex organizations
8. Intellectual Property Rights: Specific provisions regarding IP ownership and development, crucial for technology companies
1. Schedule 1 - Share Capital Table: Details of shareholding before and after investment, including all share classes
2. Schedule 2 - Warranties: Detailed warranties given by the company and existing shareholders
3. Schedule 3 - Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Company Information: Key company details including corporate information, assets, and material contracts
6. Appendix A - Board Regulations: Detailed procedures for board meetings and decision-making
7. Appendix B - Business Plan: Company's business plan and financial projections
8. Appendix C - Management Accounts: Latest management accounts and financial statements
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