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Investment Agreement
1. Parties: Identification of all parties to the agreement, including the company, investors, and any existing shareholders
2. Background: Context of the investment, including company overview and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the investment
6. Warranties: Standard warranties from the company and founders regarding the business
7. Investor Rights: Voting rights, board representation, and information rights granted to investors
8. Transfer Restrictions: Limitations on share transfers and pre-emption rights
9. Tag and Drag Rights: Co-sale rights and forced sale provisions
10. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Founder Commitments: Used when founders are required to make specific commitments regarding their continued involvement
2. Exit Provisions: Include when specific exit mechanisms or preferences need to be agreed upfront
3. Intellectual Property Rights: Detailed IP provisions when the company's IP is particularly crucial to the investment
4. Employee Share Scheme: Include when establishing or addressing existing employee share arrangements
5. Strategic Investor Rights: Additional rights for strategic investors, such as commercial agreements or first refusal on future opportunities
6. Competition and Non-Solicitation: Include when specific non-compete or non-solicitation provisions are required
7. Management Provisions: Include when specific management structure or decisions require investor approval
1. Capitalization Table: Pre and post-investment share capital structure
2. Company Warranties: Detailed list of company warranties
3. Completion Requirements: Detailed list of completion deliverables and requirements
4. Articles of Association: New or amended articles reflecting the investment terms
5. Business Plan: Company's business plan and financial projections
6. Disclosed Matters: Disclosure schedule against the warranties
7. Board Composition: Details of board structure and composition
8. Key Personnel: List of key employees and their terms of employment
9. Material Contracts: List of material contracts affecting the investment
10. Investor Consent Matters: List of matters requiring investor approval
Authors
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