Investment Agreement Format Template, Download Free Doc Pdf File Example
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Investment Agreement Word Text Document Format
This Investment Agreement (specified as the “Agreement“) is executed and made effective on this [INSERT NUMBER] day of [INSERT MONTH], [INSERT YEAR] (specified as the “Effective Date”).
BY AND BETWEEN:
[INSERT NAME OF CORPORATION](specified as the “Corporation”), a corporation duly established and existent pursuant to the laws of [INSERT NAME OF COUNTY/PROVINCE] of the State of [INSERT NAME OF STATE] with its principal office addressed at [INSERT COMPLETE CORPORATION ADDRESS]
[INSERT NAME OF INVESTOR](specified as the “Investing Entity”), an entity duly established and existent pursuant to the laws of [INSERT NAME OF COUNTY/PROVINCE] of the State of [INSERT NAME OF STATE] with its principal office addressed at [INSERT COMPLETE INVESTOR ADDRESS]
Whereas, Corporation has posted an invitation to various prospective investors to make an Investment in Corporation (specified as the “Investment”) from such invitation Investing Entity showed its interest in making such investment desired by Corporation following the terms and conditions of this Agreement.
Now, therefore, with consideration to the preceding mutual covenants and promises, Corporation and Investing Entity hereby agree to these terms and conditions as follows:
Interpretation and Definition
In this Agreement, unless otherwise stipulated, the following words and expressions shall bear the following definitions:
1.1 “Articles” shall be referred to as the new articles of association of Corporation adopted on the date of Completion of Investment, in the agreed form, and as amended from time to time;
1.2 “Accounts” shall be referred to as the periodic accounts, reports, and/or statements of Corporation for the period ended [INSERT MONTH DAY YEAR] which include the notes to such accounts and the associated reports;
1.3 “Act” shall be referred to as [INSERT NAME/YEAR OF ACT] (as amended);
1.4 “Board” shall be referred to as the board of directors of Corporation and where the stipulations of this Agreement allows, including any duly appointed committee from time to time;
1.5 “Board Minutes” shall be referred to as the minutes of a meeting of the board of directors of Corporation set forth in Schedule [INSERT NUMBER/LETTER] attached hereto;
1.6 “Business Plan” shall be referred to as the business plan procured by Corporation which involve information on operations, financials, capital expenditures, and other relative targets;
1.7 “Business Day” shall be referred to as any day within a week excluding Saturdays, Sundays, and statutory holidays with which most business offices are generally open in [INSERT COUNTY/STATE NAME] for normal business transactions;
1.8 “Completion” shall be referred to as fulfillment of both Corporation and Investing Entity in their obligations stated in Section [INSERT NUMBER/LETTER] of this Agreement;
1.9 “Completion Date” shall be referred to as the date at which Completion is made;
1.10 “Confidential Information” shall be referred to as all information disclosed by Corporation to Investing Entity and any other involved third parties which is designated by Corporation as strictly confidential in nature relating to the business, customers, or financial and/or other affairs of Corporation;
1.11 “Encumbrance” shall be referred to as any encumbrance which includes but is not limited to any claim, deed of trust, right of others, security interest, legal burden, lease, covenant, debenture, mortgage, pledge, charge, lien, deposit by way of security, bill of sale, option interest, proxy, beneficial ownership, public right, common right, any provisional and/or executional attachment and any other interest held by a third party entity or any agreement, arrangement, or obligation to create any of the preceding statements;
1.12 “Group” shall be referred to as collective reference in this Agreement to Corporation and its subsidiaries as of the execution of this Agreement;
1.13 “Intellectual Property” shall be referred to as all patents, trademarks, copyrights, logos, get-up, trade names, internet domain names, design and moral rights, rights in database, semi-conductor topography rights, utility models, rights in know-how and other intellectual property rights, in each case, whether registered or unregistered, including applications for registration and all rights or forms of protecting with equal and/or similar effect anywhere in the world which are held and/or beneficially owned by Corporation;
1.14 “Investor Consent” shall be referred to as the prior written consent of Investing Entity;
1.15 “Investor Director” shall be referred to as the person who shall be appointed as a director of Corporation as specified in Section [INSERT NUMBER/LETTER] of this Agreement;
1.16 “Parties” shall be referred to as collective reference to both Corporation and Investing Entity (individually as “Party”);
1.17 “Shares” shall be referred to as the ordinary shares of [INSERT PRICE] each in the capital of Corporation;
1.18 “Warranties” shall be referred to as the representations and warranties of Corporation and Investing Entity indicated in Section [INSERT NUMBER/LETTER] of this Agreement;
1.19 “Written Resolution” shall be referred to as the resolutions written in the form laid out in Schedule [INSERT NUMBER/LETTER] attached hereto;
In this Agreement, unless otherwise stipulated, the following interpretation shall apply:
2.1 All the headings and titles provided herein are for the purposes of convenience in reference only and shall not, in any way, affect, modify, or change any of the construction and/or interpretation of this Agreement;
2.2 Any reference to a gender in this Agreement shall constitute all genders;
2.3 Any word/s presented in singular form shall also include the plural counterpart and vice versa;
2.4 Any reference to a “person” shall comprise of any individual, firm, company, or other body corporate, corporation, government, state or agency of state, trust or foundation, or any association, partnership, or unincorporated body or two or more of the foregoing;
2.5 Any reference to a clause, a recital, a schedule or a part thereof shall constitute such a reference to a clause, recital, schedule, or part respectively;
2.6 An “agreed from” is to a document in a form agreed between Corporation and Investing Entity and initialed for the purpose of identification by or on behalf of each of the aforementioned Parties;
2.7 There is no such provision in this Agreement that shall be construed in favor of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting of this Agreement or by reason of the extent to which any such provision/s is not consistent with any prior draft hereof.
Nature of Investment
- Pursuant to the terms and conditions in this Agreement, Corporation shall issue and allot to Investing Entity, whereby, on the First Completion Date, agreeing to subscribe to, [INSERT NUMBER] Shares at a subscription price of [INSERT SHARE PRICE] per Share, the payment of such shall be subject to the terms and conditions set in Section [INSERT NUMBER/LETTER] of this Agreement;
- Completion of Investment shall occur on the Completion Date specified and consented by both Corporation and Investing Entity;
- Upon Completion Date, following the issue and/or the allotment of the Shares to Investing Entity, the Shares shall represent [INSERT PERCENTAGE] of the total issued share capital of Corporation on a [INSERT DETAILS] basis in accordance with the terms and conditions of this Agreement;
- Investing Entity shall be granted with all the rights stipulated in this Agreement upon its subscription of the Shares done in good faith and the receipt of the amount of Investment and other valuable consideration contained therein by the Corporation and relevant entities;
- The Shares allotted to Investing Entity shall, at all times, on an equal footing with the existing Shares of Corporation in relation to all rights, which include but without limitation to, voting rights, right to dividends, and rights issuance.
Completion of Investment
- Completion of Investment by Investing Entity shall take place at [INSERT COMPLETE ADDRESS] on the Completion Date with which the terms and conditions set forth in Section [INSERT NUMBER/LETTER] of this Agreement shall occur in such order as Investing Entity may be required to;
- On Completion Date, Investing Entity shall pay Corporation of the subscription price due, with respect to the Shares subscribed stipulated in Section [INSERT NUMBER/LETTER] of this Agreement, through [INSERT PAYMENT METHOD DETAILS]. The payment made pursuant to this condition shall establish a good discharge for the obligations of Investing Entity under this Agreement;
- Corporation shall convene a meeting of its Board, with which the following shall be resolved in Agreed Form:
3.1 Transfer of Shares subscribed to Investing Entity shall be approved;
3.2 Investing Entity shall be issued with the Shares subscribed;
3.3 Issuance of share certificates representing the Shares subscribed by Investing Entity shall be consented;
3.4 Name of Investing Entity shall be recorded in the Register of Members updated and maintained by Corporation and Board Committees pursuant to Section [INSERT NUMBER/LETTER] of this Agreement;
- Upon amount of Investment is paid by Investing Entity on Completion Date, Corporation shall also duly issue and allot the Shares subscribed to Investing Entity through the delivery of share certificates bearing the name and the number of Shares subscribed;
- Corporation shall be accountable for the payment of any taxes related to the allotment, stamp duties, and/or other similar taxes referable to the execution of the terms and conditions in this Agreement and the issuance and/or allotment of the Shares to Investing Entity.
Term and Termination
- Term: This Agreement shall commence and become effective as of the Effective Date which is deemed as the start of the execution of Corporation and Investing Entity on their respective obligations hereto.
- Termination Provisions
- a) At any time after Completion, if Investing Entity cease to hold any of the securities of Corporation, then this Agreement shall be recognized as terminated;
- b) Sections [INSERT NUMBERS/LETTERS] of this Agreement shall survive its termination, subject to any limitations imposed on such survival hereunder on the indicated sections;
- c) Any termination of this Agreement, as aforementioned, shall not have any effect on the accrued rights of both Corporation and Investing Entity relative to the provisions of this Agreement.
- Investor Director
- a) Provided that Investing Entity and other investors of Corporation hold Shares, the majority of such investors, which may include Investing Entity, shall hold the right to appoint one person as an Investor Director;
- b) Corporation shall be obliged to meet the reasonable travel expenses of the appointed Investor Director for the purposes of convenience in attending the meetings of the Board;
- c) As appointed by the investors of Corporation, Investor Director shall not be compensated from Corporation once it starts its work in office;
- d) Corporation shall shoulder those travel expenses of Investors only within [INSERT SCOPE] and shall be subject to a maximum travel expense amount of [INSERT AMOUNT] per meeting of the Board.
- a) Corporation and Investing Entity shall have the obligation to preserve and to maintain, in strict confidence, the confidentiality of the terms and conditions in this Agreement;
- b) Corporation shall only be permitted to disclose any information to any governmental entity and/or authority under this Agreement to the extent required by applicable law;
- c) Either Corporation or Investing Entity who discloses any information under this Agreement shall provide the other Party with a prompt written notice in order for such party to seek legal actions to remedy and/or to furnish the portion of the information to be disclosed for such purposes may be contained;
- d) Corporation and/or Investing Entity shall exercise considerable efforts to ensure that the third party disclosed of with the information under this Agreement shall provide reliable assurance that confidentiality shall be accorded to such information to the extent reasonably requested.
- Representation and Warranties of Corporation
Corporation, together with its affiliates, represents and warrants:
- a) That any actual and/or constructive knowledge on the part of Investing Entity or any of its investors, their respective agents, representatives, officers, employees, and/or advisers about Corporation is true and correct in all respects;
- b) That Investing Entity has joined and entered into this Agreement with reliance to the representations and warranties of Corporation as a legal and reliable entity;
- c) That the representation and warranties provided herewith are of separate and/or independent nature and these shall not be limited, restricted, and/or modified by reference to or inference from the terms and conditions of any other representation and/or warranty;
- d) That Corporation shall give prompt written notice to Investing Entity in the event that the former party become aware of any fact or circumstance which would cause any of such representation and/or warranties of Corporation to become inaccurate, untrue, or misleading in any respect;
- e) That Corporation and all its affiliates shall not be permitted to procure any of act or omission thereof which would lead and/or constitute a violation or a breach of any of the representation and warranties under this Agreement as if they were given at Completion or which would make any representation and/or warranty to become inaccurate, untrue, or misleading under this Agreement.
- Accounting and Information Rights
- a) Corporation shall be given the responsibility of maintaining and completing, at all times, accurate accounting and financial records relative the activities under this Agreement;
- b) Corporation shall prepare the necessary business and financial information relative to the activities under this Agreement following a format that Investing Entity so reasonably requests from Corporation and shall send copies of such business and financial information to Investing Entity every [INSERT NUMBER/PERIOD];
- c) The Accounts audited with respect to each [INSERT PERIOD], along with the related audit and/or management letters and all correspondence between Corporation and its auditors concerning the relative Accounts, shall be up for completion and approval of the Board and shall be delivered to Investing Entity within [INSERT NUMBER/PERIOD] at the end of each [INSERT PERIOD];
- d) Corporation shall procure to Investing Entity immediately any and all information concerning Corporation and its business upon the request of Investing Entity from time to time for the purposes of tax, legal, or regulatory actions or to enable Investing Entity to monitor its Investment in Corporation.
- Costs and Expenses
- a) Corporation and Investing Entity shall be accountable to their own costs with respect to the execution of the terms and conditions of this Agreement;
- b) Corporation shall be given the responsibility to pay any and all taxes or duties in relation to the issuance and/or allotment of Shares to Investing Entity and the execution of any legal documentation for such transaction contemplated herein.
- General Provisions
- Survival of Obligations: Notwithstanding Completion as well as termination of this Agreement, each and every right and obligation of Corporation and Investment Company particularly Sections [INSERT NUMBERS/LETTERS] of this Agreement shall, except in so far as fully performed at Completion, continue to be in full force and effect even after the termination of this Agreement.
- Successors: This Agreement shall be binding and inure to the benefits and interests of both Corporation and Investing Entity and their respective executors, personal representatives and successors whomever, unless otherwise stipulated, shall be used as reference to investors and/or founders of this Agreement.
- Assignment and Deed of Adherence
- Investing Entity shall not be entitled to, nor shall it purport to, assign, charge, transfer, or otherwise deal with all or any of its rights and/or obligations under this Agreement nor grant, declare, or dispose of any right or interest herein, in whole or in part, other than what is stipulated in this Agreement;
- Given the restrictions indicated in this section of this Agreement, Investing Entity shall be given the authority to assign its rights and transfer its obligations to any Person including, but without limitation to, any third party corporation and/or investor in such affiliation subject to the aforementioned signing a deed of adherence to this Agreement;
iii. A transfer exceeding [INSERT PERCENTAGE] of the shareholding of Investing Entity to a third party corporation and/or investor shall automatically lead to such third party receiving entitlement to the rights of Investing Entity under this Agreement provided that such assignment shall not have a material effect on the number of full time directors of Investing Entity on the Board of Corporation having such as party sign to and execute the deed of adherence to this Agreement;
- It shall be clarified, for avoidance of any doubt, that Investing Entity shall receive absolute entitlement, at all times, to transfer any and/or all of its securities to or for its benefit in accordance with the terms and conditions of Section [INSERT NUMBER/LETTER] of this Agreement.
- Third Party Rights: Any third party entity given authorization by Investor Entity to act on behalf of the Investing Entity or any other person or persons designated by the aforementioned party, from time to time, shall be obliged to enforce all of the rights and benefits of Investing Entity in accordance to Section [INSERT NUMBER/LETTER] of this Agreement, at all times, as if such third party is a Party to this Agreement.
- Investor Obligations and Status of this Agreement
- An investor to Corporation, particularly Investing Entity, shall exercise all of its voting rights and any other powers of control available to it with respect to Corporation in order to procure that, at all times, during the execution of this Agreement, all the terms and conditions have been duly observed and given full force and effect pursuant to what such terms and conditions are intended for;
- In the event that a term and/or a condition is found in conflict with the Articles, the terms and conditions of this Agreement shall prevail between investors. Following such circumstances, investors shall apply any modifications that are deemed necessary to be applied to the Articles.
- Severance: In the event that a term and/or condition of this Agreement is or becomes unenforceable, invalid, and/or illegal under the laws at which this Agreement is governed and under jurisdiction with, such term and/or condition will be given no effect and shall be deemed not written in this Agreement without invalidation of any of the remaining valid and enforceable terms and conditions of this Agreement which shall not in any way be affected or impaired and shall continue to be in full force and effect.
- Relationship of Parties: There is no term and/or condition of this Agreement that constitutes a partnership and/or agency between Corporation and Investing Entity otherwise as may be precisely expressed herein. The Parties are independent contractors of each other, as such, any Party shall not have the right to act as an agent of the other Party for any purpose, or entitle any Party to commit or to bind the other in any manner thereof.
- Waivers and Remedies Cumulative
- The rights of either Corporation or Investing Entity may be:
- Exercised as often as deemed necessary;
- Cumulative and non-exclusive in nature under the applicable law;
- Waived by each party only in writing and for specific purposes thereof;
- The delay of either Corporation or Investing Entity in exercising or not exercising any of its rights shall not be construed as a waiver of such rights or any other for that matter.
- Amendments: No variation and/or amendment of any term or condition in this Agreement shall be made effective and valid unless it is procured and/or presented in writing and signed by or on behalf of each of the Parties to this Agreement.
- Any and all notices and any other forms of communication between Corporation and Investing Entity shall be prepared and delivered in writing and signed by or on behalf of the sending Party;
- Such notices and forms of communication shall only be considered as duly given or made when delivered:
- Personally to the receiving party, at the time of delivery;
- Prepaid recorded delivery and/or registered post, [INSERT PERIOD] from posting date;
- Registered or certified mail, [INSERT PERIOD] from posting date;
- Facsimile transmission, [INSERT PERIOD] after the transmission with proof of relevant completed transmission report.
iii. All written notices and forms of communication between Corporation and Investing Entity under this Agreement shall be procured in the English Language.
- Further Assurance: Both Corporation and Investing Entity shall promptly deliver and execute all such documents and do its obligations under this Agreement as either Party from time to time may so require for the purposes of giving full force and effect on the terms and conditions stipulated in this Agreement.
- Entire Agreement: This Agreement, along with the attached schedules, shall establish and constitute the complete and entire agreement between Corporation and Investing Entity in relation to the subject matter of this Agreement thereof and shall supersede any previous agreements, arrangements, understanding, and/or discussions between the aforementioned parties relative to such subject matter thereof.
- Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be recognized as an original instrument and all of which together shall constitute one and same instrument.
- Settlement of Disputes, Governing Law & Arbitration
- Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator.
- This Agreement shall be governed by the laws of India. The Courts in Mumbai (City Name) shall have exclusive jurisdiction over the subject matter of this Agreement.
- In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings.
- The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name). The award passed in the arbitration proceedings shall be final and binding on both the parties.
- The cost of arbitration proceedings shall be equally borne by both the parties.
- Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings.
In Witness Whereof, Corporation and Investing Entity have caused the execution of the terms and conditions of this Agreement on this [INSERT NUMBER] day of [INSERT MONTH], [INSERT YEAR].
SEALED AND SIGNED:
[NAME AND TITLE IN PRINT]
[NAME AND TITLE IN PRINT]
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