The Investment And Shareholders Agreement is a crucial document used when a company is receiving new investment while simultaneously establishing the ongoing relationship between all shareholders. This agreement, governed by Singapore law, typically comes into play during funding rounds, strategic investments, or when bringing in new significant shareholders. It covers essential aspects such as investment terms, share rights, corporate governance, decision-making processes, share transfer restrictions, and exit provisions. The document must comply with Singapore's regulatory framework, particularly the Companies Act and Securities and Futures Act, while providing adequate protection for all parties involved.
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1. Parties: Identification of all parties to the agreement including investors, existing shareholders, and the company
2. Background: Context of the investment and current company status
3. Definitions: Key terms used throughout the agreement
4. Investment Terms: Details of investment amount, valuation, and share class
5. Completion Mechanics: Process and conditions for completing the investment
6. Warranties and Representations: Company and founder warranties
7. Board Composition: Structure and appointment rights
8. Reserved Matters: Decisions requiring special approval
9. Transfer Restrictions: Limitations on share transfers
1. Anti-Dilution Protection: Protection mechanisms against future down rounds, typically requested by professional investors
2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares when a majority shareholder sells
3. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in a company sale
4. ESOP Provisions: Details of employee share option scheme structure and implementation
1. Cap Table: Pre and post-investment shareholding structure showing all shareholders and their respective shareholdings
2. Warranties: Detailed list of company and founder warranties
3. Reserved Matters List: Comprehensive list of matters requiring special approval from investors or specific shareholder groups
4. Company Constitution: Updated constitution reflecting new rights and shareholding structure
5. Disclosure Letter: Document containing exceptions and qualifications to the warranties
6. Form of Deed of Adherence: Template document for new shareholders to sign when joining the agreement
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Constitution
Director
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Group
Investment Amount
Investor Director
Investor Shares
IPO
Key Employees
Material Adverse Change
New Securities
Ordinary Shares
Preference Shares
Pre-emption Rights
Pro Rata Share
Related Corporation
Reserved Matters
Share Capital
Shareholders
Subscription Price
Subsidiary
Tag-Along Right
Transfer
Valuation
Warranties
Working Capital
Articles of Association
Board
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Constitution
Director
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Group
Investment Amount
Investor Director
Investor Shares
IPO
Key Employees
Material Adverse Change
New Securities
Ordinary Shares
Preference Shares
Pre-emption Rights
Pro Rata Share
Related Corporation
Reserved Matters
Share Capital
Shareholders
Subscription Price
Subsidiary
Tag-Along Right
Transfer
Valuation
Warranties
Working Capital
Clauses
Investment Terms
Share Subscription
Completion Conditions
Warranties and Representations
Pre-emption Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Reserved Matters
Information Rights
Anti-Dilution Protection
Dividend Rights
Exit Provisions
Confidentiality
Non-Competition
Non-Solicitation
Management Provisions
Future Funding
Put and Call Options
Default
Deadlock Resolution
Share Valuation
Good/Bad Leaver Provisions
Termination
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Variation
Waiver
Share Subscription
Completion Conditions
Warranties and Representations
Pre-emption Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Reserved Matters
Information Rights
Anti-Dilution Protection
Dividend Rights
Exit Provisions
Confidentiality
Non-Competition
Non-Solicitation
Management Provisions
Future Funding
Put and Call Options
Default
Deadlock Resolution
Share Valuation
Good/Bad Leaver Provisions
Termination
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Variation
Waiver
Relevant Industries
Relevant Teams
Relevant Roles
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