The Share Investment Agreement is a crucial document used when an investor (either local or foreign) intends to acquire shares in a Philippine company through primary issuance or secondary purchase. It must comply with Philippine corporate and securities laws, including the Revised Corporation Code and Securities Regulation Code, particularly regarding foreign ownership restrictions if applicable. The agreement typically covers investment terms, conditions precedent, completion mechanics, warranties, corporate governance rights, share transfer restrictions, and minority protection provisions. It's essential for both private equity investments and strategic corporate investments, requiring careful consideration of regulatory requirements, tax implications, and corporate governance structures specific to the Philippine business environment.
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1. Parties: Identification of the investing party, the company, and existing shareholders
2. Background: Context of the investment, including company information 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, number of shares, price per share, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the investment
6. Completion Mechanics: Process and requirements for closing the investment transaction
7. Company Warranties: Representations and warranties given by the company regarding its business, assets, and liabilities
8. Investor Warranties: Representations and warranties given by the investor regarding capacity and authority
9. Covenants: Ongoing obligations of the parties post-completion
10. Corporate Governance: Board composition, voting rights, and management provisions
11. Reserved Matters: Decisions requiring investor consent
12. Transfer Restrictions: Limitations on the transfer of shares and related procedures
13. Termination: Circumstances under which the agreement can be terminated
14. Confidentiality: Obligations regarding confidential information
15. Notices: Process for giving formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Include when minority investor protection is required, giving right to join in sale of majority stake
2. Drag-Along Rights: Include when majority shareholders want right to force minorities to join in sale
3. Anti-Dilution Protection: Include when investor requires protection against future down-rounds
4. Multiple Closing Provisions: Include when investment will be made in tranches
5. Strategic Rights: Include when investor is getting special commercial rights or relationships with company
6. Foreign Investment Compliance: Include specific provisions when investor is foreign entity
7. Dividend Policy: Include when specific dividend rights or policies are being established
8. Exit Rights: Include when investor requires specific exit mechanisms like IPO or buy-back rights
1. Share Capital and Shareholding Structure: Details of current and post-investment share capital and shareholding
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Company Warranties: Full list of detailed warranties given by the company
5. Reserved Matters: Comprehensive list of matters requiring investor consent
6. New Articles of Association: Revised articles reflecting new rights and obligations
7. Disclosure Letter: Exceptions and qualifications to the warranties
8. Form of Board Resolution: Template for required corporate approvals
9. Form of Shareholders' Resolution: Template for required shareholder approvals
10. Key Performance Indicators: Metrics for monitoring company performance if relevant to investment terms
Relevant legal definitions
Affiliate
Agreement
Articles of Incorporation
Board
Business Day
By-Laws
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Control
Disclosure Letter
Encumbrance
Event of Default
Existing Shareholders
Financial Statements
Financial Year
Group
Investment Amount
Investor
Material Adverse Change
New Shares
Ordinary Shares
PHP
Preference Shares
Purchase Price
Regulatory Approvals
Reserved Matters
SEC
Securities
Share Capital
Shareholders
Shares
Subscription Price
Subscription Shares
Subsidiary
Target Company
Transaction Documents
Transfer
Warranties
Working Day
Agreement
Articles of Incorporation
Board
Business Day
By-Laws
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Control
Disclosure Letter
Encumbrance
Event of Default
Existing Shareholders
Financial Statements
Financial Year
Group
Investment Amount
Investor
Material Adverse Change
New Shares
Ordinary Shares
PHP
Preference Shares
Purchase Price
Regulatory Approvals
Reserved Matters
SEC
Securities
Share Capital
Shareholders
Shares
Subscription Price
Subscription Shares
Subsidiary
Target Company
Transaction Documents
Transfer
Warranties
Working Day
Clauses
Share Subscription
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Corporate Governance
Board Appointment Rights
Reserved Matters
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Anti-Dilution Protection
Information Rights
Dividend Rights
Exit Rights
Non-Competition
Confidentiality
Assignment
Force Majeure
Termination
Regulatory Compliance
Foreign Ownership Compliance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Amendment
Waiver
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Corporate Governance
Board Appointment Rights
Reserved Matters
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Anti-Dilution Protection
Information Rights
Dividend Rights
Exit Rights
Non-Competition
Confidentiality
Assignment
Force Majeure
Termination
Regulatory Compliance
Foreign Ownership Compliance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Amendment
Waiver
Relevant Industries
Technology
Manufacturing
Real Estate
Financial Services
Healthcare
Retail
Energy
Agriculture
Telecommunications
Infrastructure
Consumer Goods
Professional Services
Mining
Education
Transport and Logistics
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Risk Management
Board of Directors
Corporate Secretariat
Investment
Executive Management
Treasury
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Investment Director
Corporate Finance Manager
Compliance Officer
Board Director
Chief Legal Officer
Investment Manager
Managing Director
Finance Director
Business Development Director
Company Secretary
Risk Manager
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