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Investment Agreement Between Two Parties Template for Germany

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Key Requirements PROMPT example:

Investment Agreement Between Two Parties

"I need an Investment Agreement Between Two Parties under German law for a €2 million investment in a Berlin-based tech startup, to be completed by March 2025, including anti-dilution protection and board representation rights for the investor."

Document background
The Investment Agreement Between Two Parties under German law serves as the primary document for structuring and executing investment transactions in Germany. This document is essential when an investor seeks to make a capital investment in a company, whether through equity shares, convertible instruments, or other securities. It is specifically designed to comply with German legal requirements, including the Bürgerliches Gesetzbuch (BGB), Handelsgesetzbuch (HGB), and relevant EU regulations. The agreement comprehensively addresses key aspects such as investment terms, shareholder rights, corporate governance, and exit provisions, while incorporating necessary protections for both the investor and the company. It is particularly crucial for venture capital investments, private equity transactions, and strategic corporate investments, providing a robust legal framework that ensures clarity and enforceability of the investment terms.
Suggested Sections

1. Parties: Identification and details of the investor and investee company

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Amount and Terms: Specification of investment amount, valuation, and investment structure

5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective

6. Completion Mechanics: Process and requirements for completing the investment transaction

7. Warranties and Representations: Statements of fact and assurances from both parties

8. Investor Rights: Specific rights granted to the investor, including information and voting rights

9. Transfer Restrictions: Limitations on the transfer of shares or other securities

10. Confidentiality: Obligations regarding confidential information

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Notices: Communication requirements and contact details

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

14. Miscellaneous: Standard boilerplate provisions including severability and amendments

Optional Sections

1. Anti-Dilution Protection: Protection mechanisms against future dilution of investment, used for minority investments

2. Tag-Along Rights: Right to join in sale of shares by other shareholders, important for minority investor protection

3. Drag-Along Rights: Right to force minority shareholders to join in sale, used in majority investments

4. Board Representation: Rights regarding appointment of board members, used when investor requires board presence

5. Dividend Rights: Special provisions regarding dividend distributions, if applicable

6. Exit Rights: Specific provisions regarding exit mechanisms, important for venture capital investments

7. Compliance with Foreign Investment Laws: Required when foreign investors are involved

8. Information Rights: Detailed reporting requirements, important for significant investments

Suggested Schedules

1. Schedule 1 - Company Information: Detailed information about the company structure, share capital, and existing shareholders

2. Schedule 2 - Warranties: Detailed list of warranties given by the company and existing shareholders

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Company Accounts: Latest financial statements and management accounts

5. Schedule 5 - Intellectual Property: List of company's IP rights and registrations

6. Schedule 6 - Material Contracts: List and details of important company contracts

7. Appendix A - Share Certificate Form: Template for new share certificates to be issued

8. Appendix B - Shareholders' Resolution: Form of shareholders' resolution approving the investment

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































































Clauses











































Relevant Industries

Technology

Financial Services

Real Estate

Manufacturing

Healthcare

Energy

Infrastructure

E-commerce

Biotechnology

Software

Renewable Energy

Professional Services

Retail

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Risk Management

Due Diligence

Corporate Governance

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Private Equity Manager

Venture Capital Manager

Business Development Director

Company Director

Board Member

Corporate Secretary

Investment Analyst

Due Diligence Manager

Compliance Officer

Risk Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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