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Private Equity Investment Agreement
"I need a Private Equity Investment Agreement under Saudi law for a $50 million investment into a technology startup, with specific provisions for foreign investor protection and anti-dilution rights, closing expected in March 2025."
1. Parties: Identification of the parties including the Company, Existing Shareholders, and Investor(s)
2. Background: Context of the investment, company information, and transaction rationale
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Investment Terms: Details of the investment amount, valuation, and securities being issued
5. Conditions Precedent: Prerequisites to completing the investment, including regulatory approvals and corporate authorizations
6. Completion: Mechanics and timing of the investment closing
7. Warranties and Representations: Company, Existing Shareholders, and Investor warranties
8. Covenants and Undertakings: Ongoing obligations of all parties post-investment
9. Corporate Governance: Board composition, voting rights, and management provisions
10. Reserved Matters: Decisions requiring investor approval
11. Share Transfer Restrictions: Limitations on transfer of shares and exit provisions
12. Tag and Drag Rights: Co-sale rights and forced sale provisions
13. Anti-dilution and Future Funding: Protection against dilution and provisions for future capital raises
14. Confidentiality: Protection of confidential information and trade secrets
15. Term and Termination: Duration of the agreement and termination events
16. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms
1. Shariah Compliance: Specific provisions ensuring compliance with Islamic law principles - required if any party requires explicit Shariah compliance
2. Employee Matters: Provisions regarding key employees and management - needed if specific employee arrangements are part of the investment
3. Intellectual Property Rights: Specific IP provisions - required for technology or IP-heavy companies
4. Non-Competition: Non-compete restrictions - needed if protecting against competition from shareholders is critical
5. Information Rights: Detailed information and inspection rights - important for minority investors
6. SAMA Compliance: Specific provisions for Saudi Central Bank compliance - required for investments in regulated entities
7. Foreign Investment Provisions: Additional provisions required when the investor is foreign
8. Put Option Rights: Investor exit rights through put options - included for additional investor protection
1. Capital Structure: Details of pre and post-investment shareholding
2. Warranties: Detailed warranties given by the Company and Existing Shareholders
3. Reserved Matters List: Comprehensive list of matters requiring investor approval
4. Completion Requirements: Detailed list of completion deliverables and requirements
5. Key Terms of Shareholders Agreement: Summary of key terms to be included in the shareholders agreement
6. Form of Management Accounts: Template for required financial reporting
7. Business Plan: Agreed business plan and financial projections
8. Key Man Insurance Requirements: Details of required insurance for key personnel
9. Corporate Authorities: Required corporate and regulatory approvals
10. Deed of Adherence: Form for new shareholders to accede to the agreement
Authors
Anti-Dilution Rights
Approved Business Plan
Articles of Association
Board
Business Day
Capital Market Authority
Closing
Closing Date
Commercial Registration
Company
Completion
Conditions Precedent
Confidential Information
Constitutional Documents
Control
Deed of Adherence
Defaulting Shareholder
Dilution
Drag-Along Rights
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Fair Market Value
Financial Year
First Completion
Foreign Investment License
Founding Shareholders
Group
Holding Company
Independent Valuer
Investment Amount
Investment Period
Investor Director
Investor Shares
IPO
Key Management
Management Accounts
Material Adverse Change
MISA
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emption Rights
Preferred Shares
Purchase Price
Put Option
Qualified IPO
Reserved Matters
SAMA
Saudi Arabia
Securities
Share Capital
Shareholder Loan
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tag-Along Rights
Target Company
Third Party Offer
Transfer
Valuation
Warranties
Investment Terms
Conditions Precedent
Completion Mechanics
Warranties and Representations
Corporate Governance
Board Composition
Shareholder Rights
Reserved Matters
Pre-emptive Rights
Anti-dilution Protection
Share Transfer Restrictions
Tag-along Rights
Drag-along Rights
Put Option Rights
Exit Rights
Information Rights
Non-competition
Non-solicitation
Confidentiality
Regulatory Compliance
Sharia Compliance
Future Funding
Dividend Rights
Management Provisions
Employee Matters
Intellectual Property
Indemnification
Default
Force Majeure
Term and Termination
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Amendments
Costs and Expenses
Counterparts
Technology
Healthcare
Manufacturing
Real Estate
Financial Services
Retail
Education
Infrastructure
Energy
Telecommunications
Logistics
Consumer Goods
Professional Services
Agriculture
Entertainment
Legal
Finance
Investment
Compliance
Corporate Development
Risk Management
Board Secretariat
Executive Leadership
Corporate Governance
Mergers & Acquisitions
Strategy
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Managing Partner
Corporate Lawyer
Investment Manager
Board Member
Compliance Officer
Chief Legal Officer
Investment Analyst
Corporate Secretary
Finance Director
Managing Director
Chief Investment Officer
Private Equity Associate
Transaction Manager
Due Diligence Manager
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