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1. Parties: Identification of the investor(s) and investee company/entity
2. Background: Context of the investment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Investment Terms: Amount, type, and terms of investment
5. Representations and Warranties: Statements of fact and assurances from both parties
6. Conditions Precedent: Conditions that must be met before investment completion
7. Completion Mechanics: Process and timing for investment completion
1. Anti-Dilution Protection: Protection against future share dilution - used for equity investments with multiple funding rounds expected
2. Tag-Along Rights: Right to join in sale of shares by majority shareholders - used for minority investor protection
3. Drag-Along Rights: Right to force minority shareholders to join in sale - used for majority shareholder exit flexibility
4. Board Representation: Investor rights to board seats - used for significant equity investments
1. Capitalization Table: Current and post-investment shareholding structure
2. Investment Schedule: Detailed breakdown of investment amounts and timing
3. Company Information: Key corporate and financial information about the investee
4. Required Regulatory Approvals: List of necessary regulatory clearances and their status
5. Form of Share Certificate: Template for share certificates to be issued (for equity investments)
Business Day
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Consideration
Encumbrance
Event of Default
Exit Event
Financial Year
Fully Diluted Basis
Investment Amount
Investment Securities
Investor Director
Material Adverse Change
Ordinary Shares
Parties
Preference Shares
Pre-Money Valuation
Post-Money Valuation
Related Corporation
Relevant Securities
Reserved Matters
Securities
Shareholders Agreement
Subscription Price
Transaction Documents
Warranties
Share Subscription
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Covenants
Anti-Dilution Protection
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Representation
Information Rights
Reserved Matters
Confidentiality
Non-Competition
Transfer Restrictions
Exit Rights
Put Option
Call Option
Dividends
Liquidation Preference
Conversion Rights
Events of Default
Indemnification
Assignment
Termination
Governing Law
Dispute Resolution
Notices
Amendment
Entire Agreement
Severability
Force Majeure
Costs and Expenses
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