A Cornerstone Investment Agreement is utilized when a company preparing for an IPO seeks to secure significant investment commitments before the public offering. This agreement, governed by English and Welsh law, provides certainty to the IPO process and helps attract other investors. The document typically includes detailed provisions regarding the subscription terms, conditions precedent, representations and warranties, and may include lock-up provisions and specific investor rights. It serves as a crucial element in the IPO structure, particularly in larger offerings where demonstrating early investor commitment is important.
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1. Parties: Identification of the cornerstone investor and the company
2. Background: Context of the investment and IPO process
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion Mechanics: Process and timing for completing the investment
7. Representations and Warranties: Standard company and investor warranties
8. Confidentiality: Obligations regarding confidential information
9. Governing Law and Jurisdiction: Specification of English law and courts' jurisdiction
1. Lock-up Provisions: Restrictions on share disposal - used when requiring investor to maintain holding for specific period
2. Board Appointment Rights: Rights to appoint directors - included for larger cornerstone investments with governance rights
3. Anti-dilution Protection: Protection against future share issuances - included when specifically negotiated by investor
4. Information Rights: Rights to receive company information - used for strategic investors requiring ongoing information access
1. Schedule 1 - Company Details: Corporate information and capital structure
2. Schedule 2 - Warranties: Detailed company warranties
3. Schedule 3 - Completion Requirements: Detailed completion checklist and requirements
4. Schedule 4 - Form of Stock Transfer Form: Template for share transfer documentation
5. Schedule 5 - Subscription Details: Detailed terms of share subscription
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