The Memorandum of Agreement for Investment is a critical document used in Indian corporate transactions to formalize investment arrangements between investors and companies. This document is essential when companies seek to raise capital through private equity, venture capital, or strategic investments. It comprehensively addresses key aspects such as investment terms, shareholding structure, investor rights, and governance mechanisms, all while ensuring compliance with Indian regulatory frameworks including the Companies Act, 2013, SEBI regulations, and FEMA guidelines where applicable. The agreement is particularly important in protecting both investor and company interests by clearly defining rights, obligations, and exit mechanisms. It serves as the primary reference document throughout the investment lifecycle and forms the basis for future funding rounds or exit transactions.
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1. Parties: Identifies and provides full details of all parties to the agreement, including registered addresses and company registration numbers
2. Background: Outlines the context of the investment, company's business, and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Investment Terms: Details the investment amount, valuation, and number/class of shares being issued
5. Conditions Precedent: Lists conditions that must be satisfied before the investment is made
6. Completion Obligations: Specifies actions required at closing, including document delivery and payment procedures
7. Representations and Warranties: Statements of fact by both parties about their capacity, authority, and business condition
8. Investor Rights: Outlines basic rights granted to the investor, including information rights and board representation
9. Transfer Restrictions: Details restrictions on share transfers and rights of first refusal
10. Covenants: Ongoing obligations of the company and existing shareholders
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Confidentiality: Provisions for protecting confidential information
13. Notices: Procedure for giving formal notices under the agreement
14. Governing Law and Jurisdiction: Specifies Indian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Anti-Dilution Rights: Protection for investors against future down rounds, used in venture capital investments
2. Tag-Along Rights: Rights allowing investors to join in sale of shares by other shareholders, important for minority protection
3. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in a sale, used in strategic exits
4. Liquidation Preference: Priority rights in case of liquidation, typically included in preferred share investments
5. Conversion Rights: Terms for converting preferred shares to common shares, relevant for preferred share investments
6. Multiple Closing Provisions: Structure for multiple investment tranches, used in staged investments
7. Employee Stock Option Pool: Provisions for ESOP setup and management, relevant when establishing employee incentive schemes
8. Founder Vesting: Vesting schedule for founder shares, typically used in early-stage investments
9. Non-Compete and Non-Solicit: Restrictions on competitive activities, important for protecting company interests
1. Schedule 1: Cap Table: Pre and post-investment shareholding structure
2. Schedule 2: Business Plan: Detailed business plan and use of investment proceeds
3. Schedule 3: Conditions Precedent: Detailed list of conditions to be satisfied before investment
4. Schedule 4: Warranties: Comprehensive list of company and founder warranties
5. Schedule 5: Company Information: Key company information including directors, registered office, and material contracts
6. Schedule 6: Completion Requirements: Detailed closing checklist and required documents
7. Schedule 7: Reserved Matters: List of decisions requiring investor approval
8. Appendix A: Board Resolution: Format of board resolution approving the investment
9. Appendix B: Share Certificate: Format of share certificate to be issued
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