The Investment And Shareholders Agreement is a crucial document used when a company is seeking new investment while establishing a framework for ongoing shareholder relationships. It is particularly relevant in the South African context where companies must navigate specific regulatory requirements, including the Companies Act and BEE legislation. This agreement is typically used during funding rounds, whether from institutional investors, private equity firms, or strategic partners, and combines elements of both investment terms and shareholders' rights. The document addresses key aspects such as share valuation, transfer restrictions, voting rights, board composition, and minority protections, while ensuring compliance with South African corporate law requirements. It's essential for both early-stage companies seeking initial investment and established companies bringing in new strategic investors.
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1. Parties: Identification of all parties to the agreement including the Company, Investors, and Existing Shareholders
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms
5. Conditions Precedent: Conditions that must be met before the investment becomes effective
6. Completion: Steps to be taken at completion and timing of the investment
7. Warranties and Representations: Standard warranties given by the Company and existing shareholders
8. Corporate Governance: Board composition, appointment rights, and decision-making processes
9. Shareholders Matters: Voting rights, reserved matters, and shareholder approval requirements
10. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
11. Tag-Along and Drag-Along Rights: Exit provisions and forced sale mechanisms
12. Dividend Policy: Rules governing dividend declarations and distributions
13. Confidentiality: Protection of confidential information and trade secrets
14. Dispute Resolution: Mechanism for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Anti-Dilution Protection: Protection for investors against future down-rounds, used when investing in early-stage companies
2. BEE Compliance: Specific provisions for maintaining or achieving BEE status, required when BEE compliance is relevant
3. Management Provisions: Detailed management structure and obligations, used when investors require specific management controls
4. Employee Share Scheme: Framework for employee share ownership, included when establishing or maintaining an ESOP
5. Intellectual Property Protection: Specific IP provisions, important for technology or IP-heavy companies
6. Put and Call Options: Special share purchase rights, included when parties require specific exit mechanisms
7. Non-Compete Provisions: Restrictions on competitive activities, used when protecting company interests from shareholder competition
8. Follow-on Investment Rights: Rights for future investment rounds, important for venture capital investments
1. Schedule 1: Company Information: Details of company registration, share capital structure, and existing shareholders
2. Schedule 2: Warranties: Detailed list of warranties given by the Company and existing shareholders
3. Schedule 3: Reserved Matters: List of decisions requiring special approval
4. Schedule 4: Business Plan: Current business plan and financial projections
5. Schedule 5: Completion Requirements: Detailed list of documents and actions required at completion
6. Schedule 6: Share Capital Table: Pre and post-investment shareholding structure
7. Schedule 7: Key Personnel: Details of key management and their service agreements
8. Appendix A: Board Resolution: Board resolution approving the investment
9. Appendix B: Shareholders Resolution: Shareholders resolution approving the investment and waiving pre-emptive rights
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