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Memorandum Of Agreement For Investment
"I need a Memorandum of Agreement for Investment for a €5 million Series A venture capital investment in our Dutch technology startup, with standard anti-dilution provisions and one board seat for the lead investor, to be completed by March 2025."
1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and registered addresses
2. Background: Context of the investment, including brief description of the business and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Amount and Terms: Specification of the investment amount, form of investment (equity/debt), and valuation
5. Subscription Details: Details of shares/securities being issued, including class, rights, and nominal value
6. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
7. Completion Mechanics: Process and requirements for completing the investment transaction
8. Warranties and Representations: Standard warranties from both the company and the investor
9. Covenants: Ongoing obligations of the parties post-investment
10. Information Rights: Investor's rights to receive financial and other company information
11. Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
12. Confidentiality: Provisions regarding confidential information and its protection
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. Execution: Signature blocks and execution formalities
1. Anti-dilution Protection: Protections against future dilution of the investor's shareholding, included when negotiated by the investor
2. Board Representation: Rights of the investor to appoint board members, included for significant investments
3. Tag-Along Rights: Right to join in sale of shares by other shareholders, included for minority investor protection
4. Drag-Along Rights: Right to force other shareholders to join in a sale, included for majority investor protection
5. Staged Investment Provisions: Terms for subsequent investment tranches, included for phased investments
6. Exit Rights: Specific provisions regarding future exit scenarios, included for strategic investments
7. Dividend Policy: Specific agreements on dividend distributions, included when relevant to investment strategy
8. Employee Share Schemes: Provisions regarding employee share options or schemes, included when relevant to company structure
1. Schedule 1: Capitalization Table: Current and post-investment share capital structure
2. Schedule 2: Warranties: Detailed warranties given by the company and existing shareholders
3. Schedule 3: Company Information: Key company details including corporate structure, subsidiaries, and material contracts
4. Schedule 4: Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5: Reserved Matters: List of decisions requiring investor consent
6. Appendix A: Form of Board Resolution: Template board resolution approving the investment
7. Appendix B: Form of Shareholder Resolution: Template shareholder resolution approving the investment
8. Appendix C: Disclosure Letter: Exceptions and qualifications to the warranties
Authors
Articles of Association
Board
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Consideration
Deed of Adherence
Disclosed
Disclosure Letter
Due Diligence Information
Encumbrance
Event of Default
Exit Event
Financial Year
Group
Investment Amount
Investment Shares
Investor Director
Key Employees
Management Accounts
Material Adverse Change
New Securities
Ordinary Shares
Parties
Preference Shares
Pre-emption Rights
Prescribed Exit Event
Reserved Matters
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tag-along Right
Target Company
Transaction Documents
Transfer
Valuation
Warranties
Working Capital
AFM
Dutch Civil Code
Wft (Financial Supervision Act)
Works Council
Anti-dilution Protection
Drag-along Right
Investment Terms
Share Subscription
Consideration
Conditions Precedent
Completion
Warranties and Representations
Due Diligence
Board Composition
Reserved Matters
Pre-emption Rights
Transfer Restrictions
Tag-along Rights
Drag-along Rights
Anti-dilution Protection
Information Rights
Confidentiality
Non-Competition
Share Capital
Corporate Governance
Dividend Rights
Exit Provisions
Default
Termination
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Costs and Expenses
Entire Agreement
Severability
Further Assurance
Amendments
Shareholder Consent
Regulatory Compliance
Works Council Approval
Share Transfer Mechanics
Voting Rights
Financial Reporting
Indemnification
Technology
Financial Services
Healthcare
Real Estate
Renewable Energy
Manufacturing
E-commerce
Biotechnology
Software Development
Telecommunications
Infrastructure
Professional Services
Consumer Goods
Clean Technology
Digital Media
Legal
Finance
Corporate Development
Investment
Compliance
Executive Management
Business Development
Risk Management
Corporate Governance
Treasury
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Investment Manager
Financial Controller
Legal Counsel
Company Secretary
Business Development Director
Managing Partner
Investment Analyst
Corporate Development Manager
Compliance Officer
Board Member
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