Commercial Fundraiser agreement - NGOs Fundraising

The Investment Agreement - Single Investor is a legal document that outlines the terms and conditions of an investment between the Company, the Investor, and the Managers. The agreement is important as it sets out the rights and obligations of each party involved in the investment. It provides a detailed framework for the investment process, including the issuance of shares, completion of the investment, and the responsibilities of the Board and shareholders.

 

 

 

The document begins with an interpretation section, which defines key terms used throughout the agreement. It also includes schedules that provide information about the Company, its subsidiaries, and the shareholders involved in the investment.

 

 

 

The agreement covers various important aspects, including the investment process, completion of the investment, warranties, intellectual property, the role of the Board, accounting and information rights, matters requiring investor consent, transfer of shares, and non-competition. Each section of the agreement is carefully drafted to ensure clarity and enforceability.

 

 

 

The agreement also includes provisions for confidentiality and announcements, assignment of rights, costs, entire agreement, amendments, severability, and no rights of third parties. These provisions help to protect the interests of all parties involved and ensure that the agreement remains valid and enforceable.

 

 

 

Overall, the Investment Agreement - Single Investor is a comprehensive and detailed document that provides a clear framework for the investment process and sets out the rights and obligations of each party involved. It is an essential document for any investment transaction and helps to ensure that all parties are protected and their interests are safeguarded.

 

How to use this document?

1. Apply for shares: The Investor should apply for the allotment and issue of Investor Shares at the agreed subscription price. Payment for the shares should be made in accordance with the agreement.

2. Complete the investment: The completion of the investment should take place on the agreed completion date. The Investor should pay the subscription price for the Investor Shares to the Company's bank account.

3. Pass resolutions: Shareholders should pass resolutions to adopt the articles, waive pre-emption rights, and grant authority to the directors to allot the Investor Shares.

4. Board meeting: The Board should hold a meeting to adopt the articles, issue and allot the Investor Shares, and pass any other resolutions required under the agreement.

5. File resolutions: The Managers should be instructed to file all necessary resolutions and forms with the registrar of companies within the prescribed time limits.

6. Maintain accurate records: The Company should maintain accurate and complete accounting and financial records.

7. Provide business and financial information: The Company should prepare and provide business and financial information to the Investor within 30 days of the end of each fiscal quarter.

8. Deliver audited accounts: The audited accounts of the Company should be completed and approved by the Board and delivered to the Investor within three months after the end of each accounting period.

9. Obtain investor consent: The Company should obtain investor consent before taking any actions listed in Schedule 3 of the agreement.

10. Restrict transfer of shares: Managers should not transfer or dispose of their shares without the prior written consent of the Company.

11. Protect intellectual property: The Company should ensure the fullest protection of all intellectual property and know-how used in its business.

12. Comply with non-competition obligations: Managers should not engage in any business that competes with the Company's business without the prior written consent of the Company.

13. Maintain confidentiality: All parties should keep confidential information disclosed under the agreement confidential, except as required by law or regulatory bodies.

14. Obtain investor consent for amendments: Any amendments to the agreement should be approved by investor consent.

15. Serve notices: Notices under the agreement should be in writing and served in accordance with the specified addresses and methods of service.

Please note that this guidance is a summary and should be used as a reference. It is important to refer to the actual agreement for the full details and to seek legal advice if needed.