Private Equity Investment Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

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."

Document background
The Private Equity Investment Agreement serves as the primary transaction document for private equity investments in Saudi Arabia, establishing the legal framework for capital injection into target companies. This document is essential when institutional or private equity investors seek to acquire a significant equity stake in a company while securing specific rights and protections. It must comply with Saudi Arabian legal requirements, including the Companies Law, Capital Market Authority regulations, and where applicable, foreign investment restrictions. The agreement typically includes detailed provisions on investment terms, shareholder rights, corporate governance, exit mechanisms, and various protective provisions for all parties involved. It's particularly important in the context of Saudi Arabia's Vision 2030, which encourages private sector investment and economic diversification, while ensuring adherence to local regulatory requirements and Sharia principles.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Healthcare

Manufacturing

Real Estate

Financial Services

Retail

Education

Infrastructure

Energy

Telecommunications

Logistics

Consumer Goods

Professional Services

Agriculture

Entertainment

Relevant Teams

Legal

Finance

Investment

Compliance

Corporate Development

Risk Management

Board Secretariat

Executive Leadership

Corporate Governance

Mergers & Acquisitions

Strategy

Treasury

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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