The Cornerstone Investment Agreement is utilized when a company seeks to secure a significant anchor investor who will serve as the foundation for a larger investment round or public offering. This document is particularly crucial in the U.S. market where securities regulations at both federal and state levels must be carefully considered. The agreement typically defines the investment terms, valuation, governance rights, and protective provisions while ensuring compliance with SEC requirements and state securities laws. It's commonly used in pre-IPO rounds, major financing events, or strategic investments where the cornerstone investor's participation is critical to the success of the broader capital raising effort.
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1. Parties: Identification of the investor and company, including full legal names and addresses
2. Background: Context of the investment, company overview, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Investment Terms: Details of investment amount, valuation, and securities being issued
5. Closing Conditions: Prerequisites for completing the investment
6. Representations and Warranties: Statements of fact by both parties about their status and authority
7. Covenants: Ongoing obligations of the parties during the term of the agreement
8. Term and Termination: Duration of the agreement and circumstances for termination
9. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Board Rights: Rights to appoint board members or observers, use when investor requires board representation
2. Anti-dilution Protection: Provisions protecting against future dilution, include for larger investments
3. Information Rights: Rights to receive financial and operational information, typical for significant investments
4. Pre-emptive Rights: Rights to participate in future funding rounds, include for strategic investors
5. Tag-Along Rights: Rights to participate in future sales of shares, include for minority investor protection
1. Schedule 1 - Capitalization Table: Current and post-investment ownership structure of the company
2. Schedule 2 - Disclosure Schedule: Exceptions to representations and warranties made in the agreement
3. Schedule 3 - Form of Securities: Details of shares or other securities being issued under the agreement
4. Schedule 4 - Corporate Documents: Key corporate documents including certificates of incorporation and bylaws
5. Schedule 5 - Conditions Precedent: List of conditions that must be satisfied before closing
Relevant legal definitions
Agreement
Anti-dilution Adjustment
Board of Directors
Business Day
Closing
Closing Date
Company Material Adverse Effect
Confidential Information
Cornerstone Investment
Cornerstone Investor
Disclosure Schedule
Encumbrance
Equity Securities
Existing Shareholders
Financial Statements
Fully Diluted Basis
Governmental Authority
Information Rights
Investment Amount
Investment Securities
Law
Material Contracts
Ordinary Shares
Permitted Transferee
Pre-emptive Rights
Purchase Price
Qualified IPO
Registration Rights
Regulatory Approvals
Related Party
Restricted Business
Securities Act
Subscription Shares
Subsidiary
Tag-Along Rights
Transaction Documents
Valuation
Voting Rights
Warranties
Anti-dilution Adjustment
Board of Directors
Business Day
Closing
Closing Date
Company Material Adverse Effect
Confidential Information
Cornerstone Investment
Cornerstone Investor
Disclosure Schedule
Encumbrance
Equity Securities
Existing Shareholders
Financial Statements
Fully Diluted Basis
Governmental Authority
Information Rights
Investment Amount
Investment Securities
Law
Material Contracts
Ordinary Shares
Permitted Transferee
Pre-emptive Rights
Purchase Price
Qualified IPO
Registration Rights
Regulatory Approvals
Related Party
Restricted Business
Securities Act
Subscription Shares
Subsidiary
Tag-Along Rights
Transaction Documents
Valuation
Voting Rights
Warranties
Clauses
Investment Terms
Subscription
Payment Terms
Closing Conditions
Representations and Warranties
Pre-emptive Rights
Anti-dilution Protection
Board Appointment Rights
Information Rights
Registration Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Transfer Restrictions
Exit Rights
Dividend Rights
Voting Rights
Most Favored Nation
Change of Control
Indemnification
Force Majeure
Termination
Governing Law
Dispute Resolution
Assignment
Notices
Entire Agreement
Amendment
Severability
Costs and Expenses
Further Assurance
Compliance with Laws
Regulatory Approvals
Subscription
Payment Terms
Closing Conditions
Representations and Warranties
Pre-emptive Rights
Anti-dilution Protection
Board Appointment Rights
Information Rights
Registration Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Transfer Restrictions
Exit Rights
Dividend Rights
Voting Rights
Most Favored Nation
Change of Control
Indemnification
Force Majeure
Termination
Governing Law
Dispute Resolution
Assignment
Notices
Entire Agreement
Amendment
Severability
Costs and Expenses
Further Assurance
Compliance with Laws
Regulatory Approvals
Relevant Industries
Relevant Teams
Relevant Roles
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