The Share Investment Agreement serves as the primary document for equity investments in Canadian companies, whether for early-stage funding rounds or later-stage capital raises. This agreement is essential when companies seek to raise capital through the issuance of shares, requiring careful consideration of both federal and provincial regulations, particularly securities laws. The document typically includes detailed provisions about the investment structure, share rights, corporate governance, and investor protections. It's commonly used in private placements and must comply with relevant prospectus exemptions under National Instrument 45-106. The agreement needs to address specific Canadian requirements such as language laws in Quebec for companies operating there, and considerations under the Investment Canada Act for foreign investors. It's particularly crucial for documenting compliance with securities regulations, establishing clear governance structures, and protecting both investor and company interests in the Canadian legal context.
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1. Parties: Identification of the company, investor(s), and any other relevant parties to the agreement
2. Background: Context of the investment, including brief company history and purpose of the investment
3. Definitions: Defined terms used throughout the agreement
4. Subscription and Purchase: Details of shares being purchased, purchase price, and payment terms
5. Closing: Conditions precedent, closing mechanics, and timing
6. Representations and Warranties of the Company: Company's statements about its legal status, financial condition, and business
7. Representations and Warranties of the Investor: Investor's statements about their capacity and authority to invest
8. Covenants: Ongoing obligations of both parties
9. Share Rights and Restrictions: Rights attached to the shares being issued
10. Information Rights: Investor's rights to receive company information and financial reports
11. Board Representation: Investor's rights to appoint directors or observers
12. Confidentiality: Provisions regarding confidential information
13. Notices: How formal communications between parties should be made
14. General Provisions: Standard boilerplate clauses including governing law, amendments, and assignment
1. Pre-emptive Rights: Right of existing shareholders to participate in future share issuances
2. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders
3. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in sale
4. Anti-Dilution Protection: Protection for investors against future down-rounds
5. Registration Rights: Rights related to future public offerings, relevant for companies planning to go public
6. Founder Commitments: Specific obligations of founders including non-compete and continued involvement
7. Strategic Rights: Special rights for strategic investors such as first right of refusal on commercial arrangements
8. Exit Rights: Provisions regarding future sale or IPO of the company
9. Conversion Rights: Terms for converting preferred shares to common shares, if applicable
1. Capitalization Table: Current and post-investment share ownership structure
2. Disclosure Schedule: Exceptions to company representations and warranties
3. Form of Share Certificate: Template for share certificates to be issued
4. Corporate Documents: Key corporate documents including articles and bylaws
5. Financial Statements: Recent financial statements of the company
6. Shareholders' Rights Agreement: Detailed terms of shareholder rights if separate from main agreement
7. Management Rights Letter: Letter granting specific management rights to investors
8. Legal Opinions: Required legal opinions from company counsel
9. Business Plan: Company's current business plan and projections
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