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Private Equity Agreement
"I need a Private Equity Agreement under Saudi Arabian law for a 60% stake acquisition in a local healthcare company, with specific provisions for multiple closings scheduled throughout 2025 and strong Sharia compliance requirements."
1. Parties: Identification of all parties to the agreement, including the investment vehicle, investors, managers, and target company
2. Background: Context of the transaction, including brief description of the business and investment purpose
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Investment Terms: Details of the investment structure, including investment amount, valuation, and class of shares/securities being issued
5. Subscription Process: Procedures for making the investment, including payment mechanics and closing conditions
6. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and other material matters
7. Management and Governance: Rights and obligations regarding company management, board composition, and voting rights
8. Transfer Restrictions: Limitations on the transfer of shares/securities and procedures for permitted transfers
9. Exit Rights: Provisions regarding exit mechanisms, including drag-along and tag-along rights
10. Sharia Compliance: Specific provisions ensuring compliance with Islamic law principles
11. Confidentiality: Obligations regarding the protection of confidential information
12. Termination: Circumstances under which the agreement can be terminated and the consequences
13. Governing Law and Dispute Resolution: Choice of Saudi law and dispute resolution mechanisms, including arbitration provisions
1. Multiple Closings: Required when the investment will occur in multiple tranches or stages
2. Anti-dilution Protection: Included when investors require protection against future down rounds
3. Preferred Rights: Used when certain investors are granted special rights or preferences
4. Employee Matters: Needed when the agreement includes provisions about key employees or management incentive plans
5. Founders' Commitments: Required when specific obligations or restrictions are placed on founding shareholders
6. Islamic Finance Structure: Detailed section needed when using specific Islamic financing instruments
7. Foreign Investment Provisions: Required when foreign investors are involved, addressing SAGIA requirements
1. Schedule 1 - Investment Details: Detailed breakdown of investment amounts, valuations, and share allocations
2. Schedule 2 - Warranties: Comprehensive list of warranties given by the company and selling shareholders
3. Schedule 3 - Company Information: Details of the company's corporate structure, subsidiaries, and material contracts
4. Schedule 4 - Conditions Precedent: List of conditions that must be satisfied before closing
5. Schedule 5 - Reserved Matters: List of actions requiring special approval rights
6. Schedule 6 - Management Rights: Detailed provisions regarding management structure and decision-making processes
7. Appendix A - Shareholder Register: Current and pro-forma shareholding structure
8. Appendix B - Form of Accession Deed: Template for new parties joining the agreement
9. Appendix C - Sharia Compliance Certificate: Documentation confirming compliance with Islamic law principles
10. Appendix D - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
Authors
Financial Services
Investment Management
Private Equity
Professional Services
Islamic Finance
Manufacturing
Technology
Healthcare
Real Estate
Consumer Goods
Energy
Infrastructure
Education
Retail
Legal
Compliance
Investment
Corporate Finance
Risk Management
Executive Management
Board of Directors
Shariah Advisory
Due Diligence
Corporate Governance
Treasury
Financial Control
Chief Executive Officer
Chief Financial Officer
Investment Director
Managing Partner
Legal Counsel
Compliance Officer
Investment Manager
Corporate Lawyer
Fund Manager
Sharia Advisor
Transaction Manager
Risk Manager
Board Member
Company Secretary
Investment Analyst
Due Diligence Officer
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