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Investment Agreement Between Two Parties
"I need an Investment Agreement Between Two Parties for a Saudi real estate development company receiving a 50 million SAR investment from a local family office, with closing expected by March 2025 and including specific Shariah-compliant profit-sharing mechanisms."
1. Parties: Identifies and provides full details of the parties entering into the agreement, including registration numbers, addresses, and authorized representatives
2. Background: Sets out the context of the investment and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Investment Structure: Details the form and structure of the investment, including investment amount, phases, and methodology
5. Payment Terms: Specifies the payment schedule, method, and currency of investment
6. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and compliance with laws
7. Conditions Precedent: Prerequisites that must be satisfied before the investment becomes effective
8. Investor Rights: Specifies the rights granted to the investor, including voting rights, board representation, and information rights
9. Management and Control: Outlines governance structure and decision-making processes
10. Transfer Restrictions: Details restrictions on transfer of shares or investment interests
11. Exit Rights: Mechanisms for investor exit, including put options, tag-along, and drag-along rights
12. Confidentiality: Provisions regarding the protection of confidential information
13. Compliance with Laws: Obligations to comply with Saudi laws, including Shariah principles
14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
15. Term and Termination: Duration of the agreement and circumstances for termination
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Anti-Dilution Protection: Protection mechanisms for investors against future dilution of their investment, used when dealing with company shares
2. Intellectual Property Rights: Provisions regarding IP ownership and licensing, included when the investment involves technology or intellectual property
3. Environmental Compliance: Environmental obligations and warranties, required for investments in industrial or real estate projects
4. Employment Matters: Provisions regarding key employees and Saudization requirements, relevant for operational investments
5. Insurance: Requirements for insurance coverage, important for physical asset investments
6. Force Majeure: Provisions for unforeseen circumstances preventing performance, particularly relevant in long-term investments
7. Shariah Compliance Declaration: Specific provisions ensuring compliance with Islamic law principles, required for Shariah-sensitive investments
8. Government Approvals: Specific provisions regarding required governmental approvals, needed for regulated sectors or foreign investments
1. Investment Details: Detailed breakdown of investment amount, valuation, and payment schedule
2. Shareholding Structure: Current and post-investment shareholding structure, including share classes if applicable
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, licenses, and permits
6. Required Approvals: List of required regulatory and governmental approvals
7. Reserved Matters: List of decisions requiring special approval
8. Form of Shareholders Agreement: Draft or terms of shareholders agreement, if applicable
9. Disclosure Schedule: Disclosures against warranties and representations
10. Key Personnel: Details of key management and technical personnel
Authors
Applicable Law
Board
Business Day
Business Plan
Closing
Closing Date
Competent Authority
Confidential Information
Consideration
Control
CMA
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Statements
Financial Year
Force Majeure Event
Governmental Authority
Investment Amount
Investment Period
Investor Rights
Key Personnel
Material Adverse Change
MISA
Parties
Performance Metrics
Permitted Transferee
Related Party
Reserved Matters
SAGIA
Saudi Arabian Law
Shariah
Shareholders Agreement
Subscription Amount
Subsidiary
Tag-Along Rights
Drag-Along Rights
Transfer
Valuation
Warranties
Working Day
Definitions and Interpretation
Investment Structure
Consideration
Payment Terms
Conditions Precedent
Closing Mechanics
Representations and Warranties
Investor Rights
Board Representation
Management and Control
Reserved Matters
Information Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-dilution Protection
Exit Rights
Profit Distribution
Shariah Compliance
Regulatory Compliance
Corporate Governance
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Force Majeure
Events of Default
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Third Party Rights
Counterparts
Financial Services
Technology
Real Estate
Manufacturing
Healthcare
Education
Energy
Oil and Gas
Renewable Energy
Transportation and Logistics
Retail and Consumer
Mining and Minerals
Agriculture
Tourism and Hospitality
Entertainment
Legal
Finance
Investment
Corporate Development
Compliance
Risk Management
Strategy
Board of Directors
Executive Leadership
Treasury
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Chief Investment Officer
Investment Director
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Managing Partner
Board Member
Company Secretary
Compliance Officer
Financial Controller
Strategy Director
Risk Manager
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