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Cornerstone Investment Agreement
"I need a Cornerstone Investment Agreement for a R500 million investment in a South African technology company planning an IPO in March 2025, with the cornerstone investor being a foreign private equity firm requiring exchange control approval and B-BBEE compliance provisions."
1. Parties: Identification of the parties to the agreement including the Company, the Cornerstone Investor, and any other relevant parties
2. Background: Context of the investment, including brief description of the Company's business and the proposed investment structure
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. Investment Terms: Core terms of the investment including investment amount, subscription price, and number of shares/securities
5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective, including regulatory approvals and corporate authorizations
6. Completion Mechanics: Detailed process for completing the investment, including timing, documentation requirements, and payment mechanics
7. Representations and Warranties: Statements of fact and assurances from both the Company and the Investor
8. Undertakings: Commitments and obligations of the parties, including pre-completion conduct and post-completion covenants
9. Lock-up Provisions: Restrictions on the transfer of shares by the Cornerstone Investor for a specified period
10. Termination: Circumstances under which the agreement can be terminated and the consequences of termination
11. Confidentiality: Obligations regarding the protection and non-disclosure of confidential information
12. Notices: Process and requirements for formal communications between the parties
13. General Provisions: Standard legal provisions including governing law, jurisdiction, entire agreement, and amendment procedures
1. Anti-dilution Rights: Protection for the investor against future dilution of shareholding, included when specifically negotiated
2. Board Representation: Rights of the investor to appoint directors, included when the investment size warrants board participation
3. Tag-Along Rights: Right to participate in future sales of shares by other shareholders, included for minority protection
4. Pre-emptive Rights: Right to participate in future share issues, included when ongoing investment rights are negotiated
5. B-BBEE Provisions: Specific provisions relating to B-BBEE compliance and requirements, included when relevant to the transaction structure
6. Foreign Investment Provisions: Additional provisions for compliance with exchange control regulations, included for foreign investors
7. IPO-specific Provisions: Additional terms specific to investments contingent on an IPO, included for pre-IPO investments
1. Company Information: Detailed corporate information including share capital structure and subsidiaries
2. Warranties: Detailed warranties given by the Company and/or other parties
3. Completion Requirements: Detailed list of documents and actions required for completion
4. Conditions Precedent: Detailed list of all conditions precedent and required evidence of satisfaction
5. Subscription Shares Details: Detailed description of the shares being issued including rights and restrictions
6. Required Regulatory Approvals: List of required regulatory approvals and status
7. Disclosure Schedule: Exceptions and qualifications to the warranties
8. Form of Completion Certificate: Template certificate confirming satisfaction of conditions precedent
9. Form of Board Resolutions: Template board resolutions required for completion
Authors
Definitions
Investment Terms
Subscription
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Undertakings
Lock-up Provisions
Anti-dilution
Pre-emptive Rights
Tag-along Rights
Board Representation
Information Rights
Regulatory Compliance
B-BBEE Compliance
Exchange Control
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Indemnification
Termination
Default
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Notices
Costs
Severability
Entire Agreement
Amendment
Waiver
Further Assurance
Counterparts
Financial Services
Technology
Mining and Resources
Manufacturing
Real Estate
Healthcare
Telecommunications
Energy
Infrastructure
Retail
Agriculture
Education
Legal
Finance
Corporate Development
Compliance
Treasury
Risk Management
Corporate Secretariat
Investment
Mergers & Acquisitions
Executive Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Finance Director
Investment Director
Company Secretary
Legal Counsel
Finance Director
Head of Mergers & Acquisitions
Investment Manager
Compliance Officer
Corporate Development Director
Treasury Manager
Risk Manager
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