The Company Investment Agreement is a crucial document used when an investor (whether corporate, institutional, or individual) seeks to make an equity investment in a company in Hong Kong. It serves as the primary instrument governing the investment relationship, detailing everything from the initial investment terms to ongoing rights and obligations of all parties. The agreement must comply with Hong Kong's robust legal framework, particularly the Companies Ordinance and Securities and Futures Ordinance, while reflecting Hong Kong's status as a major financial center. This document is essential for both domestic and cross-border investments, incorporating necessary protections for investors while ensuring compliance with local regulatory requirements. It typically includes detailed provisions on share subscription, shareholders' rights, corporate governance, exit mechanisms, and various protective covenants.
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1. Parties: Identification of the investor(s), company, and any other relevant parties to the agreement
2. Background: Context of the investment, including company's business and purpose of the investment
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for 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 and Representations: Standard warranties from the company and founders about the business
7. Investor Rights: Key rights granted to the investor, including information rights and board representation
8. Transfer Restrictions: Limitations on share transfers and required procedures
9. Reserved Matters: Decisions requiring investor consent
10. Confidentiality: Obligations regarding confidential information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Anti-dilution Protection: Protection for investors against future down rounds, used in VC investments
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, important for minority protection
3. Drag-Along Rights: Right to force minority shareholders to join in a company sale, used in larger investments
4. Founder Commitments: Specific obligations for founders including non-compete and continued involvement, used when founders are key to the business
5. ESOP Provisions: Employee share option pool terms, included when company has or plans to have an ESOP
6. Preference Rights: Liquidation preference and dividend rights, typically included for preferred share investments
7. Strategic Rights: Special rights for strategic investors, such as first refusal on business opportunities
8. Corporate Governance: Detailed governance provisions, important for larger investments or joint ventures
1. Schedule 1: Company Information: Details of the company including corporate information, capital structure, and subsidiaries
2. Schedule 2: Warranties: Detailed warranties about the company's business, assets, and liabilities
3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring investor consent
4. Schedule 4: Completion Requirements: Detailed list of completion deliverables and requirements
5. Schedule 5: Share Capital Table: Pre and post-investment capitalization of the company
6. Appendix A: Form of Board Resolution: Template board resolutions approving the investment
7. Appendix B: Form of Shareholders' Resolution: Template shareholders' resolutions required for the investment
8. Appendix C: Key Performance Indicators: Agreed metrics for monitoring company performance, if applicable
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