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Equity Investment Agreement
"I need an Equity Investment Agreement for a Series A investment of SAR 5 million into our technology startup, where the foreign institutional investor will acquire a 20% stake and require board representation, with completion planned for March 2025."
1. Parties: Identification of the investor(s) and investee company, including registration details and addresses
2. Background: Context of the investment, brief description of the company's business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Investment Terms: Details of the investment amount, equity stake, share class, and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
6. Completion: Steps to be taken at closing and completion mechanics
7. Warranties and Representations: Standard and specific warranties from both the company and investors
8. Shariah Compliance: Declarations and undertakings regarding Shariah compliance of the business and investment structure
9. Corporate Governance: Board composition, voting rights, and management provisions
10. Reserved Matters: Decisions requiring special approval from investors
11. Information Rights: Investor's rights to receive financial and operational information
12. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
13. Exit Rights: Provisions for exit mechanisms including tag-along and drag-along rights
14. Confidentiality: Obligations regarding confidential information
15. Dispute Resolution: Mechanism for resolving disputes under Saudi law
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-dilution Rights: Include when protecting against future dilution is specifically requested by investors
2. Strategic Rights: Include for strategic investors requiring specific business collaboration rights
3. Founder Commitments: Include when founders are required to give specific commitments or non-compete obligations
4. Employee Stock Option Pool: Include when establishing or maintaining an ESOP is part of the investment terms
5. Foreign Investment Provisions: Include when the investor is foreign and specific SAGIA (Saudi Arabian General Investment Authority) requirements apply
6. Intellectual Property Rights: Include detailed IP provisions when the company's IP is a significant asset
7. Related Party Transactions: Include when specific controls on related party transactions are required
1. Schedule 1: Capital Structure: Pre and post-investment shareholding structure
2. Schedule 2: Warranties: Detailed list of warranties given by the company and founders
3. Schedule 3: Completion Requirements: Detailed list of completion deliverables and requirements
4. Schedule 4: Reserved Matters: Comprehensive list of matters requiring investor approval
5. Schedule 5: Business Plan: Company's business plan and financial projections
6. Schedule 6: Key Personnel: Details of key management and their terms of employment
7. Schedule 7: IP Rights: List of company's intellectual property rights
8. Appendix A: Form of Shareholders' Resolution: Template for shareholders' resolutions required for completion
9. Appendix B: Form of Board Resolution: Template for board resolutions required for completion
10. Appendix C: Shariah Compliance Certificate: Certificate from approved Shariah advisor confirming compliance
Authors
Business Day
Business Plan
Board
Closing
Closing Date
Company
Confidential Information
Consideration
CMA
Deed of Adherence
Disclosed
Disclosure Letter
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Fair Market Value
Financial Year
First Completion
Fully Diluted Share Capital
Group
Holding Company
Investment Amount
Investor Shares
Key Management
Material Adverse Effect
New Securities
Ordinary Shares
Pre-emption Notice
Pre-emption Rights
Pro Rata Share
Purchase Price
Regulatory Approvals
Related Party
Reserved Matters
SAGIA
Sale Shares
Shariah Advisor
Shariah Compliance Certificate
Share Capital
Shareholders
Shareholders' Agreement
Subsidiary
Subscription Shares
Tag-Along Notice
Tag-Along Right
Target Company
Transfer
Valuation
Warranties
Zakat
Share Purchase
Consideration
Conditions Precedent
Completion
Warranties and Representations
Board Composition
Reserved Matters
Shariah Compliance
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Information Rights
Anti-dilution
Exit Rights
Non-compete
Confidentiality
Intellectual Property
Management Provisions
Dividend Rights
Regulatory Compliance
Foreign Investment
Related Party Transactions
Event of Default
Termination
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Costs
Severability
Entire Agreement
Amendment
Waiver
Technology
Healthcare
Manufacturing
Financial Services
Real Estate
Retail
Education
Energy
Telecommunications
Agriculture
Transportation
Entertainment
Construction
Professional Services
Legal
Finance
Compliance
Corporate Development
Strategy
Investment
Risk Management
Board Secretariat
Corporate Governance
Business Development
Shariah Advisory
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Financial Controller
Company Secretary
Board Member
Investment Manager
Compliance Officer
Managing Director
Business Development Director
Strategic Planning Manager
Risk Manager
Shariah Compliance Officer
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