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This is an Investment Agreement between a company and private equity investors and syndicates that outlines the terms of investment and investor protection. The legal document also contains favourable terms to safeguard the interests of the investors.
The agreement sets out the drafting services and investment contract that define the number of shares to be subscribed to and the amount of loan stock to be issued. Investors and managers will invest in the company and work to implement provisions governing its future affairs. Conditions for completion of the agreement must be fulfilled or waived, with a commitment to using all reasonable endeavours to fulfil conditions as soon as possible.
The agreement also covers syndication, and syndicating investors may, at their option, identify syndicatees to subscribe for syndication shares for cash at a fixed price per preference share and ordinary share. The company applies all subscription monies received for the Syndication Shares in repaying the Syndication Loan(s) and applying the subscription monies payable by each Syndicatee for Syndication Shares towards repayment of the Syndication Loan lent by the Syndicating Investor who identified the relevant Syndicatee. The shareholders must ensure that the company takes no action or has any assets or liabilities before completion, except as expressly contemplated by this agreement, as required for acquisition, or pursuant to financing documents.
1. Read the agreement carefully to understand its terms and conditions.
2. Make sure you are one of the following: a company limited by shares incorporated in PARTY_1_JURISDICTION_STATE, an Investor, or a Manager interested in the number of shares set out against your name in the agreement.
3. Determine your obligations under the agreement, including when and how you should deliver your funds to the Company and what the Company will do with those funds.
4. Do not conduct any activities before Completion except those expressly contemplated by this Agreement, those required to acquire the Target in accordance with the Sale and Purchase Agreement, or those required pursuant to the Financing Documents and for the purposes of enabling the Company or any member of its Group to draw down funds under the Financing Documents.
5. Ensure that all conditions set out in the agreement are fulfilled before the expiry date, or the agreement will automatically terminate and cease to have any effect.
6. If you are a Syndicating Investor, you can identify Syndicatees to subscribe for the Syndication Shares for cash at the specified prices.
7. The Company will apply all subscription monies received for the Syndication Shares in repaying the Syndication Loan(s).
8. The Company agrees to apply the subscription monies payable by each Syndicatee for Syndication Shares towards repayment of the Syndication Loan lent by the Syndicating Investor who identified the relevant Syndicatee.
9. If you have any questions or concerns about the agreement, seek legal advice before signing it.
In summary, this agreement sets out the terms upon which the Investor and Manager have agreed to invest in the Company and contains provisions governing the future affairs of the Company that the Investor and Manager have agreed to implement. It is important to understand the terms and conditions of the agreement, fulfil your obligations, and ensure that all conditions are met before the expiry date to avoid termination of the agreement. If you have any questions or concerns, seek legal advice.