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Cornerstone Investment Agreement
"I need a Cornerstone Investment Agreement for a Saudi tech company planning an IPO in March 2025, where a foreign institutional investor will invest SAR 500 million, with specific provisions for foreign ownership restrictions and Shariah compliance."
1. Parties: Identification of the parties including the Company, the Cornerstone Investor, and any guarantors or additional parties
2. Background: Context of the proposed IPO/offering and the cornerstone investment arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Investment Commitment: Details of the cornerstone investment including amount, price determination mechanism, and conditions
5. Conditions Precedent: Conditions that must be satisfied before the investment becomes binding
6. Closing Mechanics: Process and timing for completing the investment
7. Lock-up Provisions: Restrictions on the sale or transfer of shares during the lock-up period
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Regulatory Compliance: Obligations to comply with Saudi laws, CMA regulations, and other applicable requirements
10. Confidentiality: Provisions regarding the treatment of confidential information
11. Announcements: Requirements for public announcements and communications
12. Termination: Circumstances under which the agreement can be terminated
13. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Foreign Investment Provisions: Additional provisions required when the cornerstone investor is a foreign entity, including MISA requirements
2. Shareholder Rights: Special rights granted to the cornerstone investor, if any, such as board nomination rights
3. Anti-dilution Protection: Provisions protecting the investor's percentage ownership in certain circumstances
4. Strategic Cooperation: Terms of any strategic partnership or cooperation between the investor and the company
5. Voting Arrangements: Special voting arrangements or commitments, if applicable
6. Shariah Compliance: Specific provisions ensuring the investment structure complies with Shariah principles, if required
1. Company Information: Detailed information about the company, including corporate structure and capitalization
2. Form of Subscription Application: Standard form for the formal subscription of shares
3. Calculation of Investment Amount: Detailed methodology for calculating the final investment amount and share allocation
4. Warranties: Detailed warranties given by each party
5. Regulatory Approvals: List of required regulatory approvals and their status
6. Form of Lock-up Letter: Standard form of the lock-up undertaking
7. Closing Checklist: List of documents and actions required for closing
8. Shariah Compliance Certificate: If applicable, certification of Shariah compliance for the investment structure
Authors
Agreement
Applicable Law
Business Day
CMA
CMA Rules
Closing
Closing Date
Company
Confidential Information
Cornerstone Investment
Cornerstone Investor
Encumbrance
Final Offering Price
Financial Advisor
Force Majeure Event
Governmental Authority
Group
Investment Amount
IPO
IPO Shares
Issuer
Lock-up Agent
Lock-up Period
Material Adverse Effect
MISA
Offering
Offering Documents
Offering Period
Prospectus
Purchase Price
Regulatory Approvals
Related Party
Relevant Exchange
Representatives
Saudi Arabian Companies Law
Securities
Shariah Compliance
Subscription Agreement
Subscription Application
Tadawul
Transaction Documents
Underwriters
Underwriting Agreement
Valuation Range
Vision 2030
Working Hours
Subscription Undertaking
Price Determination
Lock-up Restrictions
Conditions Precedent
Regulatory Compliance
Representations and Warranties
Covenants
Closing Mechanics
Payment Terms
Share Allocation
Anti-dilution
Information Rights
Confidentiality
Publicity and Announcements
Corporate Governance
Regulatory Approvals
Shariah Compliance
Foreign Investment Requirements
Change of Control
Force Majeure
Termination Rights
Event of Default
Indemnification
Assignment and Transfer
Notices
Amendments
Governing Law
Dispute Resolution
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Financial Services
Technology
Healthcare
Real Estate
Infrastructure
Energy
Telecommunications
Manufacturing
Retail
Mining
Transportation
Education
Legal
Finance
Corporate Development
Investor Relations
Compliance
Treasury
Risk Management
Corporate Secretary Office
Investment Banking
Capital Markets
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Corporate Finance Manager
Compliance Officer
Board Secretary
Investment Banking Director
Legal Director
Treasury Manager
Risk Manager
Investor Relations Manager
Corporate Development Director
Managing Partner
IPO Manager
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