The Financial Investment Agreement is a crucial document used in Indian corporate transactions when an investor (domestic or foreign) seeks to make a financial investment in a company. It serves as the primary contract governing the investment relationship, detailing aspects such as investment amount, valuation, securities being issued, and investor rights. The agreement must comply with Indian regulatory requirements, including those under the Companies Act 2013, SEBI regulations, and FEMA (for foreign investments). It is particularly important in private equity, venture capital, and strategic investment transactions, providing a comprehensive framework for protecting investor interests while ensuring compliance with Indian corporate and securities laws. The document typically includes detailed provisions on governance rights, transfer restrictions, exit mechanisms, and representations and warranties, tailored to meet specific transaction requirements while adhering to Indian legal standards.
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1. Parties: Identifies and provides details of all parties to the agreement, including their legal status and registered addresses
2. Background: Sets out the context and purpose of the investment agreement, including brief description of the business and investment opportunity
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and consistent interpretation
4. Investment Terms: Details the investment amount, valuation, and type of securities being issued
5. Conditions Precedent: Specifies conditions that must be satisfied before the investment is made
6. Closing Mechanics: Describes the process and requirements for completing the investment transaction
7. Representations and Warranties: Statements of fact and assurances given by parties about their status, authority, and business
8. Investor Rights: Outlines specific rights granted to investors, including information rights and board representation
9. Transfer Restrictions: Details restrictions on transfer of securities and right of first refusal provisions
10. Tag-Along and Drag-Along Rights: Mechanisms for investor exit and forced sale provisions
11. Covenants: Ongoing obligations of the parties, including business operation requirements and restrictions
12. Events of Default: Defines circumstances constituting default and consequences thereof
13. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
15. Confidentiality: Obligations regarding protection of confidential information
16. Notices: Procedures for giving formal notices under the agreement
17. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
1. Anti-Dilution Protection: Protection mechanisms for investors against future dilution of their shareholding
2. Liquidation Preference: Preferential rights for investors in case of liquidation or exit
3. Conversion Rights: Terms for converting preferred shares to common shares, if applicable
4. Pre-emptive Rights: Rights of existing investors to participate in future funding rounds
5. Environmental and Social Compliance: Required for investments with ESG considerations or specific compliance requirements
6. Foreign Investment Compliance: Required when foreign investors are involved, addressing FEMA compliance
7. Industry-Specific Regulations: Additional provisions required for regulated industries like banking or insurance
8. Step-In Rights: Rights of investors to take control in specific circumstances, usually in structured finance deals
9. Put Option: Right of investor to sell shares back to promoters under specified conditions
1. Schedule 1 - Capital Structure: Details of current and post-investment shareholding pattern
2. Schedule 2 - Business Plan: Detailed business plan and financial projections
3. Schedule 3 - Conditions Precedent: Detailed list of conditions to be satisfied before investment
4. Schedule 4 - Warranties: Comprehensive list of warranties given by the company and promoters
5. Schedule 5 - Reserved Matters: List of decisions requiring investor approval
6. Schedule 6 - Corporate Governance Requirements: Detailed corporate governance framework and procedures
7. Schedule 7 - Disclosure Letter: Exceptions and qualifications to the warranties
8. Appendix A - Key Management Personnel: Details of key management and their roles
9. Appendix B - Form of Legal Opinions: Template of legal opinions required for closing
10. Appendix C - Compliance Certificates: Forms of various compliance certificates required
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