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Private Equity Subscription Agreement
"Need a Private Equity Subscription Agreement under Saudi law for a first-time foreign institutional investor looking to invest SAR 50 million in our Sharia-compliant technology fund, with closing expected in March 2025."
1. Parties: Identification of the Fund/Company, the investor(s), and any other relevant parties such as the fund manager
2. Background: Context of the investment, including brief description of the Fund/Company and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment Terms: Details of the investment amount, subscription process, and payment mechanisms
5. Closing Conditions: Conditions precedent to the investment becoming effective
6. Representations and Warranties: Statements of fact and assurances from both the investor and the Fund/Company
7. Investor Undertakings: Ongoing commitments and obligations of the investor
8. Company/Fund Undertakings: Ongoing commitments and obligations of the Fund/Company
9. Sharia Compliance: Provisions ensuring the investment structure complies with Islamic law principles
10. Confidentiality: Obligations regarding the protection of confidential information
11. Notices: Process and requirements for formal communications between parties
12. Term and Termination: Duration of the agreement and circumstances allowing for early termination
13. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
1. Multiple Closings: Required when the fund/investment allows for multiple closing dates
2. Foreign Investment Provisions: Required when investors include non-Saudi entities or individuals
3. Tag-Along Rights: Optional provisions for co-sale rights in direct company investments
4. Strategic Investor Rights: Required when offering special rights to strategic or large-scale investors
5. Investment Committee Representation: Required when granting certain investors rights to participate in investment committees
6. Co-Investment Rights: Optional provisions for future co-investment opportunities
7. Anti-Dilution Protection: Optional provisions protecting against future dilutive issuances
8. Key Person Provisions: Required when the investment is dependent on specific individuals' involvement
1. Subscription Form: Detailed form capturing investor information and subscription details
2. Investment Amount and Payment Details: Specific details of the investment amount, payment schedule, and bank information
3. Investor Qualification Criteria: Detailed criteria confirming investor's eligibility under Saudi regulations
4. KYC Requirements: List of required know-your-customer documentation and forms
5. Fund/Company Information: Detailed information about the investment vehicle, including structure and strategy
6. Management Fee Structure: Detailed breakdown of fees and carried interest calculations
7. Sharia Guidelines: Specific Sharia compliance requirements and investment restrictions
8. Required Regulatory Approvals: List of necessary regulatory approvals and status
9. Power of Attorney: Standard form of power of attorney if required for completion
10. Form of Transfer Notice: Standard form for transferring interests (if permitted)
Authors
Payment Terms
Closing Conditions
Representations and Warranties
Investor Covenants
Fund Covenants
Investment Strategy
Management Rights
Transfer Restrictions
Default
Indemnification
Confidentiality
Anti-Money Laundering
Sharia Compliance
Regulatory Compliance
Capital Commitment
Drawdown
Fees and Expenses
Information Rights
Voting Rights
Distribution Rights
Exit Rights
Tag-Along Rights
Drag-Along Rights
Key Person
Investment Committee
Amendments
Assignment
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Severability
Entire Agreement
Counterparts
Foreign Investment
Tax and Zakat
Power of Attorney
Further Assurance
Financial Services
Investment Management
Real Estate
Technology
Healthcare
Infrastructure
Energy
Manufacturing
Consumer Goods
Transportation
Education
Telecommunications
Agriculture
Mining
Religious Tourism
Legal
Compliance
Investment
Risk Management
Finance
Corporate Development
Due Diligence
Islamic Finance
Fund Administration
Investor Relations
Investment Manager
Legal Counsel
Compliance Officer
Fund Manager
Chief Investment Officer
Private Equity Associate
Investment Director
Chief Financial Officer
Risk Manager
Sharia Compliance Officer
Investment Committee Member
Board Director
Managing Partner
General Counsel
Due Diligence Officer
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