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Investment Contract
"I need an Investment Contract under Hong Kong law for a Series A investment of HKD 10 million in exchange for preferred shares, with standard anti-dilution protection and a board seat for completion by March 2025."
1. Parties: Identification of the investor(s) and investee company, including registration details and addresses
2. Background: Context of the investment, brief description of the company's business, and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, payment terms, and what is being received in return (e.g., shares, notes, etc.)
5. Conditions Precedent: Conditions that must be satisfied before the investment is completed
6. Completion: Mechanics of closing the investment, including timing and deliverables
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Investor Rights: Key rights granted to the investor, including information rights and board representation if applicable
9. Transfer Restrictions: Limitations on the transfer of securities and any right of first refusal provisions
10. Confidentiality: Obligations regarding confidential information
11. Anti-dilution Protection: Provisions protecting the investor's ownership percentage
12. Exit Rights: Provisions regarding future sale, IPO, or other exit events
13. Governing Law and Jurisdiction: Specification of Hong Kong law and courts' jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Tag-Along Rights: Optional section for when investors want the right to join in any sale by major shareholders
2. Drag-Along Rights: Optional section for forcing minority shareholders to join in a company sale
3. Conversion Rights: Required for convertible investments, detailing conversion mechanics and pricing
4. Dividend Rights: For preference shares, detailing any preferential dividend rights
5. Liquidation Preference: Optional protection giving investors priority in liquidation scenarios
6. Restrictive Covenants: Optional restrictions on company operations requiring investor consent
7. Employee Share Option Pool: Required if the investment includes provisions for employee equity
8. Environmental, Social and Governance (ESG): Optional section for investments with ESG requirements
9. Anti-Money Laundering Provisions: Required for investments from financial institutions or when dealing with regulated entities
1. Schedule 1: Company Information: Detailed corporate information, including share capital structure and subsidiaries
2. Schedule 2: Warranties: Detailed list of company warranties and representations
3. Schedule 3: Conditions Precedent: Detailed list of all conditions to be satisfied before completion
4. Schedule 4: Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5: Reserved Matters: List of actions requiring investor consent
6. Appendix A: Capitalization Table: Pre and post-investment share capital structure
7. Appendix B: Business Plan: Company's business plan and financial projections
8. Appendix C: Key Performance Indicators: Specific metrics for monitoring company performance
9. Appendix D: Form of Shareholders' Agreement: If applicable, form of shareholders' agreement to be entered into
10. Appendix E: Corporate Authorizations: Copies of board and shareholder resolutions approving the investment
Authors
Financial Services
Technology
Real Estate
Manufacturing
Healthcare
E-commerce
Renewable Energy
Biotechnology
Infrastructure
Consumer Goods
Professional Services
Education
Telecommunications
Media and Entertainment
Retail
Legal
Finance
Compliance
Corporate Development
Investment
Risk Management
Company Secretarial
Board of Directors
Executive Management
Due Diligence
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Investment Manager
Company Secretary
Compliance Officer
Due Diligence Officer
Risk Manager
Private Equity Manager
Venture Capital Partner
Investment Banker
Fund Manager
Corporate Development Director
Board Director
General Counsel
Finance Director
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