The Co-Investment Agreement is a crucial document used when multiple investors seek to participate in an investment opportunity, typically led by a primary investor. This agreement, structured under German law, defines the relationship between all investing parties and establishes their respective rights and obligations. It is commonly used in private equity, venture capital, and large-scale project investments where risk sharing and capital pooling are desired. The document addresses key aspects such as investment terms, governance rights, transfer restrictions, exit mechanisms, and information rights, while ensuring compliance with German corporate and investment laws. The agreement is particularly important for protecting minority investor interests and establishing clear protocols for decision-making and value realization.
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Key Requirements PROMPT example:
Co Investment Agreement
"I need a Co-Investment Agreement for a German biotech startup where two venture capital firms will co-invest alongside a strategic corporate investor, with total investment of 鈧10M, including special provisions for IP rights and research collaboration agreements to be completed by March 2025."
1. Parties: Identification of all parties to the agreement including the lead investor, co-investors, and target company
2. Background: Context of the investment, purpose of the agreement, and current status of the target company
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Investment Structure: Details of the investment amount, shareholding structure, and investment mechanics
5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
6. Completion: Process and requirements for completing the investment transaction
7. Representations and Warranties: Statements of fact and assurances from all parties
8. Investment Terms: Key economic terms, including valuation, investment tranches, and payment mechanisms
9. Governance Rights: Management participation, voting rights, and decision-making processes
10. Transfer Restrictions: Limitations on transfer of shares and investment rights
11. Exit Rights: Provisions for exit mechanisms including tag-along, drag-along, and IPO rights
12. Information Rights: Rights to financial and operational information about the investment
13. Confidentiality: Obligations regarding confidential information and trade secrets
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Regulatory Compliance: Specific provisions for regulated industries or investors subject to special regulations
2. Anti-Dilution Protection: Protection mechanisms against future dilution of investment, used when there's significant risk of future fundraising
3. Strategic Rights: Special rights for strategic investors, including commercial cooperation terms
4. Employee Matters: Provisions related to key employees and management, important when investment includes management participation
5. Intellectual Property Rights: Special provisions for technology companies or IP-heavy investments
6. Competition and Non-Solicitation: Restrictions on competitive activities, important for strategic investors
7. Tax Matters: Specific tax structuring provisions, relevant for cross-border investments or complex structures
1. Investment Details: Detailed breakdown of investment amounts, valuations, and shareholding structure
2. Conditions Precedent Checklist: List of all conditions to be satisfied before completion
3. Completion Requirements: Detailed steps and documents required for completion
4. Corporate Structure: Pre and post-investment corporate structure charts
5. Reserved Matters: List of decisions requiring special approval rights
6. Form of Adherence Deed: Template for new parties joining the agreement
7. Business Plan: Agreed business plan and financial projections
8. Articles of Association: New or amended articles of association reflecting investment terms
9. Management Rights: Detailed governance and management rights provisions
Authors
Relevant legal definitions
Clauses
Relevant Industries
Private Equity
Venture Capital
Real Estate
Infrastructure
Technology
Healthcare
Manufacturing
Renewable Energy
Financial Services
Life Sciences
Digital Media
Clean Technology
Biotechnology
Relevant Teams
Legal
Investment
Finance
Corporate Development
Compliance
Risk Management
Treasury
Private Equity
Venture Capital
Mergers & Acquisitions
Relevant Roles
Investment Director
Chief Investment Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Chief Financial Officer
Managing Director
Private Equity Partner
Venture Capital Associate
Investment Analyst
Deal Manager
Portfolio Manager
General Counsel
Compliance Officer
Investment Committee Member
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