The Investment And Shareholders Agreement is essential for any private investment transaction in the United States where new investors are entering a company's ownership structure. It protects both investors' and existing shareholders' interests while establishing clear governance frameworks. The document typically includes investment terms, share rights, board composition, transfer restrictions, and exit provisions, all while ensuring compliance with U.S. securities laws and regulations. It's particularly crucial for startups seeking venture capital and established companies undertaking private equity investments.
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1. Parties: Identifies all parties to the agreement including investors, shareholders, and the company
2. Background: Sets out the context of the investment and parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Investment Terms: Details of investment amount, share price, and payment terms
5. Share Rights: Details of share classes and associated rights
6. Board Composition: Structure and appointment rights for board of directors
7. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
8. Exit Provisions: Terms governing company sale or IPO
1. Anti-dilution Protection: Protects investors from dilution in future funding rounds - typically included when requested by institutional investors
2. Tag-Along Rights: Allows minority shareholders to join in sale of majority stake - included when protecting minority shareholders
3. Drag-Along Rights: Forces minority shareholders to join in sale of company - included when majority shareholders want exit flexibility
4. Founder Commitments: Specific obligations for founders including non-compete and involvement requirements - included when founders are key to business
1. Cap Table: Current and post-investment shareholding structure
2. Business Plan: Company's strategic plan and financial projections
3. Warranties: Detailed company warranties given to investors
4. Articles of Association: New/amended articles reflecting investment terms
5. Board Resolutions: Resolutions approving the investment
6. Disclosure Letter: Exceptions to warranties given by company
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