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Stock Investment Agreement
"I need a Stock Investment Agreement for a foreign technology company investing PHP 50 million in our Philippine startup, planned for March 2025, with provisions for board representation and anti-dilution protection."
1. Parties: Identification of the investor(s) and the company, including their complete legal names and addresses
2. Background: Context of the investment, brief description of the company's business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment including number of shares, price per share, and total investment amount
5. Subscription and Payment: Terms and mechanics of share subscription and payment procedures
6. Representations and Warranties: Statements of fact and assurances from both the company and the investor
7. Closing Conditions: Conditions that must be satisfied before the investment is completed
8. Rights and Obligations: Core rights and obligations of both parties, including voting rights and information rights
9. Transfer Restrictions: Limitations on the transfer of shares and related procedures
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Confidentiality: Provisions regarding the protection of confidential information
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Anti-Dilution Protection: Provisions protecting investor from dilution in future funding rounds
2. Tag-Along Rights: Right of investor to join in sale of shares by other shareholders
3. Drag-Along Rights: Right to force minority shareholders to join in sale of company
4. Board Representation: Rights of investor to appoint board members or observers
5. Foreign Ownership Compliance: Special provisions ensuring compliance with Philippine foreign ownership restrictions
6. Preferred Shares Provisions: Special rights and preferences if the investment involves preferred shares
7. Pre-emptive Rights: Right to maintain percentage ownership in future share issuances
8. Exit Rights: Provisions regarding IPO, buy-back, or other exit mechanisms
1. Schedule A - Company Information: Detailed corporate information including capitalization table and corporate documents
2. Schedule B - Subscription Details: Detailed breakdown of shares being subscribed to, including class and rights
3. Schedule C - Disclosure Schedule: Exceptions to representations and warranties
4. Schedule D - Required Consents: List of third-party and governmental consents required
5. Schedule E - Existing Shareholders: List of current shareholders and their shareholdings
6. Appendix 1 - Form of Share Certificate: Template of share certificate to be issued
7. Appendix 2 - Corporate Resolutions: Relevant board and shareholder resolutions
8. Appendix 3 - Compliance Certificates: Required regulatory and compliance certificates
Authors
Technology
Financial Services
Real Estate
Manufacturing
Retail
Healthcare
Energy
Transportation
Telecommunications
Agriculture
Mining
Construction
Education
Business Process Outsourcing
Legal
Finance
Compliance
Corporate Secretariat
Risk Management
Investment
Business Development
Board Secretariat
Corporate Strategy
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Investment Manager
Legal Counsel
Compliance Officer
Corporate Lawyer
Investment Banker
Financial Controller
Business Development Manager
Risk Manager
Board Director
Managing Director
Venture Capitalist
Private Equity Manager
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