Investment Agreement Outlines terms for investments in businesses, specifying investment amounts, equity stakes, and investor rights.
1.1. Amount and Equity
The Investor shall invest the total amount of Five Hundred Million United States Dollars (USD 500,000,000.00) (the "Investment") into the Company in exchange for a [#]% equity stake in the Company (the "Equity Stake"). The Company will issue the equivalent number of shares of common stock, par value per share (the "Shares") necessary to grant the Investor the Equity Stake. The investment shall be made in a single payment by wire transfer to a bank account specified by the Company within thirty (30) days from the Effective Date of this Agreement.
2.1. Company Representations and Warranties
The Company represents and warrants to the Investor that as of the date of this Agreement:
(a) The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and has the requisite power to carry on its business as presently conducted.
(b) The Company has all requisite corporate power and authority to enter into this Agreement, to issue the Shares, and to perform its obligations under this Agreement.
(c) The Shares, when issued and fully paid, will constitute validly issued, fully paid and non-assessable shares of the Company.
2.2. Investor Representations and Warranties
The Investor represents and warrants to the Company that as of the date of this Agreement:
(a) The Investor has the requisite legal capacity to enter into this Agreement and to perform its obligations under this Agreement.
(b) The Investor has sufficient knowledge and experience in financial, business, and investment matters to evaluate the risks and merits of its Investment into the Company, and the Investor is able to bear the economic risk of the Investment, including a total loss of the Investment amount.
(c) The Investor understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and that the Shares are being offered and sold pursuant to an exemption from registration under the Securities Act based on the Investor's status as an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act.
3.1. Right of First Refusal
Subject to applicable law, in the event the Company proposes to offer and sell any new securities, the Company shall first offer the Investor the opportunity to purchase, on the same terms and conditions as offered to third parties, its pro rata portion of such new securities in an amount that would allow the Investor to maintain its Equity Stake in the Company.
3.2. Board Representation
The Company shall take all necessary actions to appoint a representative designated by the Investor (the "Investor Director") to the Company's board of directors (the "Board") immediately following the execution of this Agreement.
During the term of this Agreement and for a period of the five (5) years following its termination, each party (the "Receiving Party") shall maintain in confidence, and shall not use or disclose, any confidential or proprietary information of the other party (the "Disclosing Party") without the prior written consent of the Disclosing Party, except as required by law or court order. Notwithstanding the foregoing, the Receiving Party may disclose such information to its directors, officers, employees, and professional advisors who need to know such information for purposes of performing its obligations under this Agreement.
This Agreement shall be effective from the date hereof and shall continue in effect until terminated in accordance with this Section 5.
Either party may terminate this Agreement upon the breach of any material term, representation, or warranty by the other party that is not cured within thirty (30) days after the breaching party's receipt of written notice of such breach. Upon termination of this Agreement, the Investor shall have no further rights or obligations under this Agreement, except for rights and obligations that expressly survive termination.
6.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [Insert State], without regard to conflicts of law principles.
Neither party may assign its rights, duties or obligations under this Agreement without the prior written consent of the other party, except that the Investor may assign its rights and obligations under this Agreement to an affiliate or to a successor in interest resulting from a merger, acquisition or other change of control transaction.
6.3. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, between the parties relating to its subject matter.
6.4. Amendments and Waivers
Any term of this Agreement may be amended, modified, or waived only by a written instrument executed by the parties hereto. The waiver by any party of any breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition.
6.5. Execution in Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all such counterparts when taken together shall constitute but one and the same Agreement. Signatures delivered by facsimile or in electronic format (e.g., PDF) shall be deemed to have the same legal effect as originals.
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