The Shareholder Investment Agreement is a crucial document used when a company seeks to raise capital through the issuance of shares to new investors while protecting the interests of all stakeholders. This agreement, tailored to Canadian legal requirements, serves as the primary instrument for documenting the investment terms, shareholders' rights, and governance framework. It is particularly relevant for private companies raising capital from institutional investors, venture capital firms, or strategic partners. The agreement must comply with both federal legislation (such as the Canada Business Corporations Act) and provincial securities regulations, making it essential to structure the document according to the specific jurisdiction where the company operates. The agreement typically includes detailed provisions on share valuation, transfer restrictions, pre-emptive rights, and exit mechanisms, while also addressing corporate governance matters such as board composition and voting rights.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new investors
2. Background: Context of the investment, company status, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment including share price, number of shares, and payment terms
5. Representations and Warranties: Statements of fact by the company and existing shareholders about the business
6. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in future share issues
7. Share Transfer Restrictions: Limitations on how and when shares can be transferred
8. Drag-along Rights: Right of majority shareholders to force minority shareholders to join in the sale of the company
9. Corporate Governance: Board composition, voting rights, and decision-making processes
10. Information Rights: Investors' rights to receive financial and operational information
11. Confidentiality: Obligations regarding confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution
1. Tag-along Rights: Optional protection for minority shareholders to join in sale of shares by majority shareholders
2. Anti-dilution Protection: Protection for investors against future down rounds, typically included for venture capital investments
3. Strategic Investor Rights: Special rights for strategic investors such as board observation rights or commercial agreements
4. Employee Share Option Pool: Provisions for employee share schemes, relevant when company plans equity incentives
5. Dividend Policy: Specific dividend distribution rules, important for revenue-generating companies
6. Non-compete and Non-solicitation: Restrictions on shareholders' competitive activities, relevant for founder-involved companies
7. Environmental, Social and Governance (ESG) Provisions: ESG requirements and reporting obligations, increasingly common in modern investments
1. Capitalization Table: Details of share ownership before and after the investment
2. Subscription Details: Detailed breakdown of investment amounts, share numbers, and payment schedules
3. Company Information: Key corporate information including registration details, directors, and officers
4. Business Plan: Company's business plan and financial projections
5. Key Performance Indicators: Specific metrics and targets for monitoring company performance
6. Form of Shareholders' Resolution: Template for shareholder resolutions required for the investment
7. Disclosure Schedule: Exceptions and disclosures related to representations and warranties
8. Reserved Matters: List of decisions requiring special shareholder approval
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