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Co Investment Agreement
"I need a Co-Investment Agreement for a joint venture between a US-based private equity firm and a Saudi sovereign wealth fund, investing $50M in a Saudi technology company by March 2025, with provisions for future funding rounds and tag-along rights."
1. Parties: Identification of all parties to the agreement, including their legal status and registration details
2. Background: Context of the co-investment arrangement, including the purpose and objectives of the collaboration
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Investment Structure: Details of the investment arrangement, including investment amounts, phases, and mechanics
5. Investment Conditions: Conditions precedent and subsequent for the investment, including regulatory approvals
6. Governance and Management: Management structure, decision-making processes, and voting rights
7. Rights and Obligations: Respective rights and obligations of all parties, including funding obligations
8. Profit Distribution: Mechanism for sharing profits and losses, including distribution waterfall
9. Transfer Restrictions: Limitations on transfer of interests and right of first refusal provisions
10. Exit Mechanisms: Provisions for exit including tag-along, drag-along rights, and IPO scenarios
11. Representations and Warranties: Standard and specific representations and warranties from all parties
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Shariah Compliance: Specific provisions ensuring compliance with Islamic finance principles, required when the investment structure needs to be Shariah-compliant
2. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds, included when dealing with scalable businesses
3. Strategic Rights: Special rights for strategic investors, included when there are industry-specific strategic partnerships
4. Employee Matters: Provisions regarding key employees and management, included when human capital is crucial to the investment
5. Intellectual Property Rights: Detailed IP provisions, included when the investment involves significant IP assets
6. Non-Competition: Restrictions on competitive activities, included when protecting market position is crucial
7. Foreign Investment Provisions: Special provisions required for foreign investors, included when non-Saudi investors are involved
1. Investment Schedule: Detailed breakdown of investment amounts, timing, and valuation
2. Capitalization Table: Current and post-investment ownership structure
3. Business Plan: Detailed business plan and financial projections
4. Key Performance Indicators: Specific performance metrics and targets
5. Corporate Documents: Copies of relevant corporate documents and licenses
6. Management Structure: Detailed governance structure and organizational chart
7. Reserved Matters: List of decisions requiring special approval
8. Form of Shareholder Resolution: Template for shareholder resolutions
9. Completion Checklist: List of conditions and requirements for closing
10. Anti-Money Laundering Documentation: Required AML and KYC documentation
Authors
Agreement
Anti-Corruption Laws
Applicable Law
Board
Business Day
Business Plan
Capital Account
Capital Commitment
Capital Contribution
Closing
Closing Date
Co-Investment
Co-Investment Period
Confidential Information
Control
Default
Defaulting Investor
Distribution
Drag-Along Rights
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Force Majeure
Governmental Authority
Initial Closing
Investment Committee
Investment Manager
Investment Period
Investment Vehicle
Investors
IPO
Key Person
Lead Investor
Management Agreement
Management Fee
Material Adverse Effect
Non-Defaulting Investor
Parties
Permitted Transferee
Portfolio Company
Profit Share
Regulatory Approvals
Related Party
Reserved Matters
SAMA
Saudi Companies Law
Shariah Advisor
Shariah Compliant
Shareholders Agreement
Subscription Agreement
Tag-Along Rights
Target Company
Transfer
Valuation
Vision 2030
Zakat
Definitions and Interpretation
Investment Structure
Capital Contributions
Conditions Precedent
Closing Mechanics
Representations and Warranties
Investment Committee
Management Rights
Reserved Matters
Corporate Governance
Board Composition
Shariah Compliance
Profit Distribution
Loss Allocation
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Exit Rights
IPO Provisions
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Related Party Transactions
Regulatory Compliance
Anti-Money Laundering
Foreign Investment Provisions
Default Provisions
Force Majeure
Term and Termination
Indemnification
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Counterparts
Private Equity
Venture Capital
Real Estate Development
Technology and Innovation
Healthcare
Manufacturing
Financial Services
Infrastructure Development
Energy and Utilities
Tourism and Hospitality
Education
Telecommunications
Agriculture and Food Security
Mining and Minerals
Entertainment and Media
Legal
Investment
Finance
Compliance
Risk Management
Corporate Development
Strategy
Operations
Due Diligence
Portfolio Management
Treasury
Shariah Advisory
Corporate Governance
Chief Investment Officer
Investment Director
Legal Counsel
Chief Financial Officer
Investment Manager
Compliance Officer
Risk Manager
Corporate Development Director
Strategy Director
Portfolio Manager
Managing Partner
Investment Analyst
Due Diligence Manager
Shariah Compliance Officer
Transaction Manager
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