The Co-Investment Agreement is a fundamental document used when multiple investors wish to participate in investment opportunities together, typically alongside a lead investor or fund manager. This agreement is particularly relevant in the Canadian market where institutional investors, pension funds, and private equity firms frequently collaborate on large-scale investments. The document addresses key aspects such as investment strategy, capital commitments, governance rights, transfer restrictions, and exit provisions, while ensuring compliance with Canadian securities laws, tax regulations, and foreign investment rules. It becomes especially important in scenarios involving complex investment structures, multiple stakeholder interests, and regulated industries. The agreement must carefully balance the interests of all parties while maintaining flexibility for future investment opportunities and exit scenarios.
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1. Parties: Identification of all co-investors, investment vehicle/manager, and other relevant parties
2. Background: Context of the co-investment arrangement and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Investment Structure: Details of the investment vehicle, capital contributions, and investment mechanics
5. Capital Commitments: Specific commitments of each investor, timing, and drawdown procedures
6. Investment Strategy: Permitted investments, investment criteria, and investment restrictions
7. Governance: Management structure, voting rights, and decision-making processes
8. Fees and Expenses: Management fees, carried interest, and cost allocation
9. Distributions: Distribution waterfall, timing, and reinvestment provisions
10. Transfer Restrictions: Limitations on transfer of interests and required approvals
11. Exit Provisions: Exit mechanisms, tag-along rights, drag-along rights
12. Representations and Warranties: Standard and specific representations by all parties
13. Confidentiality: Protection of confidential information and trade secrets
14. Term and Termination: Duration of the agreement and termination events
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Key Person Provisions: Required when specific individuals are crucial to the investment strategy
2. Co-Investment Opportunities: When there's a framework for future co-investment opportunities
3. Regulatory Compliance: Specific section when dealing with regulated industries or foreign investors
4. Tax Matters: Detailed tax provisions when complex tax structures are involved
5. ESG Provisions: Environmental, Social and Governance requirements when relevant to investment strategy
6. ROFR/ROFO Rights: Right of First Refusal/Offer provisions when preferred by investors
7. Special Consent Rights: When certain investors require specific veto or approval rights
8. Default Provisions: Detailed consequences of default when required by investors
1. Schedule A - Investor Commitments: Detailed breakdown of each investor's capital commitment
2. Schedule B - Investment Criteria: Detailed investment parameters and restrictions
3. Schedule C - Fee Structure: Detailed calculation of management fees and carried interest
4. Schedule D - Distribution Waterfall: Detailed distribution mechanics and calculations
5. Schedule E - Governance Procedures: Detailed procedures for meetings, voting, and decisions
6. Schedule F - Transfer Procedures: Forms and procedures for transfer of interests
7. Schedule G - Subscription Agreement: Standard form subscription agreement for investors
8. Schedule H - KYC Requirements: Required know-your-client and anti-money laundering documentation
9. Schedule I - Tax Considerations: Tax structuring details and considerations
Relevant legal definitions
Clauses
Relevant Industries
Private Equity
Venture Capital
Real Estate
Infrastructure
Healthcare
Technology
Financial Services
Energy
Natural Resources
Manufacturing
Renewable Energy
Life Sciences
Relevant Teams
Legal
Investment
Finance
Compliance
Risk Management
Corporate Development
Tax
Treasury
Operations
Investor Relations
Relevant Roles
Chief Investment Officer
Investment Director
Legal Counsel
Chief Financial Officer
Fund Manager
Portfolio Manager
Investment Analyst
Compliance Officer
Risk Manager
Corporate Development Director
Private Equity Associate
Investment Relations Manager
General Counsel
Tax Director
Managing Partner
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