Investment Commitment Agreement Template for Philippines

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Key Requirements PROMPT example:

Investment Commitment Agreement

"I need an Investment Commitment Agreement for a Philippine technology startup receiving a Series A investment of PHP 50 million from a local venture capital firm, with the investment to be made in three tranches starting March 2025."

Document background
The Investment Commitment Agreement serves as a crucial document in Philippine business transactions where parties seek to formalize investment arrangements while ensuring compliance with local regulations. This agreement is particularly important in contexts where staged investments are contemplated, or where investors require specific rights and protections under Philippine law. The document typically comes into play during fundraising rounds, strategic investments, or corporate restructuring, setting out detailed terms for investment timing, use of proceeds, investor protections, and governance rights. It must comply with Philippine foreign investment restrictions, securities regulations, and corporate laws, making it essential for both domestic and international investment transactions. The agreement's structure accommodates various investment scenarios while providing necessary safeguards for all parties involved.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including complete legal names, addresses, and registration details

2. Background: Context of the investment relationship, brief description of the parties, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Commitment: Details of the investment amount, form of investment, and payment/transfer terms

5. Investment Timeline: Schedule of investment tranches, conditions for each payment, and related deadlines

6. Use of Investment Proceeds: Specified purposes and restrictions on the use of invested funds

7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and compliance with laws

8. Conditions Precedent: Prerequisites that must be satisfied before investment obligations become effective

9. Investor Rights: Rights granted to the investor, including information rights, governance rights, and any special privileges

10. Covenants: Ongoing obligations of the parties, including reporting requirements and operational restrictions

11. Events of Default: Circumstances constituting default and their consequences

12. Term and Termination: Duration of the agreement and circumstances allowing early termination

13. Confidentiality: Obligations regarding protection of confidential information

14. Governing Law and Dispute Resolution: Choice of Philippine law and mechanism for resolving disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and severability

Optional Sections

1. Tag-Along Rights: Optional provision giving investor right to join in sale of shares by other shareholders - include if requested by investor

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in sale - include if majority protection needed

3. Anti-Dilution Protection: Optional provision protecting investor's ownership percentage - include for significant minority investments

4. Board Representation: Optional provision regarding investor's right to board seats - include if investor requires governance participation

5. Exit Rights: Optional provisions regarding IPO requirements or put options - include for large investments or if specifically negotiated

6. Performance Targets: Optional targets and consequences for missing them - include if investment is performance-based

7. Foreign Investment Compliance: Optional detailed section on foreign ownership compliance - include if investor is foreign

8. Tax Provisions: Optional detailed tax treatment and allocations - include if special tax considerations apply

Suggested Schedules

1. Schedule 1 - Investment Schedule: Detailed breakdown of investment amounts, timing, and specific conditions for each tranche

2. Schedule 2 - Corporate Information: Details of company structure, shareholding, and corporate documents

3. Schedule 3 - Financial Statements: Recent financial statements and projections

4. Schedule 4 - Business Plan: Detailed business plan and use of investment proceeds

5. Schedule 5 - Key Performance Indicators: Specific metrics and targets to be achieved with the investment

6. Appendix A - Reporting Requirements: Format and frequency of required financial and operational reports

7. Appendix B - Compliance Certificates: Forms of compliance certificates to be provided

8. Appendix C - Required Approvals: List of regulatory and corporate approvals required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Renewable Energy

Agriculture

Infrastructure

Telecommunications

Retail

Mining

Transportation

Education

Tourism

Food and Beverage

Relevant Teams

Legal

Finance

Corporate Development

Investment

Treasury

Compliance

Board of Directors

Executive Management

Corporate Secretariat

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Finance Manager

Legal Counsel

Investment Manager

Business Development Director

Corporate Secretary

Finance Director

Compliance Officer

Managing Director

Board Director

Investment Analyst

Treasury Manager

Industries
Civil Code of the Philippines (Republic Act No. 386): Fundamental law governing contracts, obligations, and contractual relationships in the Philippines. Provides basic requirements for valid contracts and remedies for breach.
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign investments in the Philippines, including restrictions on foreign ownership and participation in certain business activities.
Securities Regulation Code (Republic Act No. 8799): Governs securities, investments, and trading of investment instruments in the Philippines, including disclosure requirements and investor protection provisions.
Corporation Code of the Philippines (Republic Act No. 11232): Revised Corporation Code that governs the establishment, operation, and regulation of corporations in the Philippines, including corporate investments and shareholding structures.
Special Economic Zone Act of 1995 (Republic Act No. 7916): Provides framework for special economic zones and potential investment incentives if the investment is made within these zones.
National Internal Revenue Code: Governs taxation aspects of investments, including capital gains, documentary stamp tax, and other relevant tax implications for investment agreements.
Anti-Money Laundering Act of 2001 (Republic Act No. 9160): Provides regulations to prevent money laundering and includes due diligence requirements for substantial investments.
BOI Omnibus Investments Code (Executive Order No. 226): Provides guidelines for investments and potential investment incentives through the Board of Investments.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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