The Investment and Shareholders Agreement is a crucial document used when a company is seeking new investment while simultaneously establishing a framework for shareholder relations. Under Belgian law, this agreement must comply with the Belgian Companies and Associations Code and related regulations. It is typically used in funding rounds, strategic investments, or corporate restructurings where new investors are entering the company's capital structure. The document combines investment mechanics (such as valuation, payment terms, and conditions precedent) with ongoing governance provisions (including shareholder rights, board composition, and transfer restrictions). It's particularly important in private company contexts where shares are not publicly traded and shareholders need clear contractual frameworks for their relationships. The agreement must be carefully drafted to ensure enforceability under Belgian law while meeting international investment standards, especially when foreign investors are involved.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and investors
2. Background: Context of the investment and existing company structure
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Investment Terms: Details of the investment including amount, valuation, and mechanics of the investment
5. Completion Mechanics: Steps for completing the investment, including conditions precedent and completion deliverables
6. Warranties and Representations: Warranties given by the company, existing shareholders, and investors
7. Share Capital and Share Rights: Details of the company's share capital structure and rights attached to shares
8. Board Composition and Governance: Board structure, appointment rights, and governance procedures
9. Shareholder Matters and Reserved Matters: Decision-making processes and matters requiring special approval
10. Share Transfer Restrictions: Limitations on transfer of shares and process for permitted transfers
11. Pre-emption Rights: Rights of first refusal on new share issues and share transfers
12. Tag and Drag Rights: Co-sale rights and forced sale provisions
13. Information Rights: Obligations regarding financial and other information to be provided to shareholders
14. Confidentiality: Provisions regarding confidential information and announcements
15. General Provisions: Boilerplate clauses including notices, amendments, governing law
1. Anti-dilution Protection: Protection for investors against future down rounds, included when specifically requested by investors
2. Liquidation Preference: Special rights on liquidation or exit, typically included for preferred shares
3. Founder Vesting: Vesting provisions for founder shares, included when founders are still actively involved
4. Employee Share Pool: Provisions for employee share options or shares, included when an ESOP is planned
5. Strategic Rights: Special rights for strategic investors, included when strategic investors are involved
6. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances
7. Non-Compete and Non-Solicit: Restrictions on competitive activities, included when required for key shareholders
8. Intellectual Property Rights: Special provisions regarding IP ownership and development, important for technology companies
1. Share Capital Table: Detailed breakdown of shareholding pre and post-investment
2. Warranties: Detailed warranties given by the company and warrantors
3. Completion Obligations: Detailed list of completion deliverables and actions
4. Reserved Matters: Comprehensive list of matters requiring special approval
5. Form of Deed of Adherence: Template for new shareholders joining the agreement
6. Business Plan: Company's business plan and financial projections
7. Articles of Association: New articles of association to be adopted
8. Board Regulations: Detailed procedures for board operations and meetings
9. Disclosure Letter: Disclosures against the warranties
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