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Equity Commitment Agreement
"I need an Equity Commitment Agreement under UAE law for a Series A investment of AED 10 million into a Dubai-based technology startup, with the investment to be made in three tranches starting March 2025, including standard minority investor protections and information rights."
1. Parties: Identification of the investor(s) making the equity commitment and the recipient entity
2. Background: Context of the transaction, including the purpose of the equity commitment and relevant corporate structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Equity Commitment: Core terms of the commitment including amount, timing, and form of investment
5. Conditions Precedent: Conditions that must be satisfied before the equity commitment becomes effective
6. Funding Mechanics: Detailed procedures for making the investment, including payment instructions and documentation requirements
7. Representations and Warranties: Standard and transaction-specific representations by both parties
8. Covenants: Ongoing obligations of the parties until the commitment is fulfilled
9. Events of Default: Circumstances constituting default and consequences thereof
10. Termination: Circumstances under which the agreement may be terminated and the consequences
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability
1. Security: Required when the commitment is secured by collateral or guarantees
2. Regulatory Compliance: Needed when the investment requires specific regulatory approvals or compliance measures
3. Tag-Along Rights: Include when minority investors need protection in case of majority stake sales
4. Drag-Along Rights: Include when majority investors need the ability to force minority investors to join in a sale
5. Anti-dilution Protection: Include when investors require protection against future dilutive issuances
6. Board Representation: Include when the investment includes rights to board seats or observer rights
7. Information Rights: Include when investors require specific reporting or information access rights
1. Schedule 1 - Investment Details: Detailed breakdown of the investment amount, timing, and structure
2. Schedule 2 - Conditions Precedent: Comprehensive list of all conditions that must be satisfied
3. Schedule 3 - Corporate Information: Details of the target company including corporate structure and capitalization
4. Schedule 4 - Form of Investment Notice: Template for formal notice requesting funding under the commitment
5. Schedule 5 - Required Regulatory Approvals: List of necessary regulatory approvals and status
6. Appendix A - Shareholder Resolution Template: Form of shareholder resolution approving the investment
7. Appendix B - Completion Documents: List and forms of documents required at completion
Authors
Agreement
Applicable Law
Board
Business Day
Closing
Closing Date
Commercial Companies Law
Commitment Amount
Commitment Period
Companies Register
Conditions Precedent
Confidential Information
Constitutional Documents
Control
Default
Default Interest
Drawdown Notice
Effective Date
Encumbrance
Equity Interest
Event of Default
Exercise Notice
Existing Shareholders
Financial Year
Funding Date
Governmental Authority
Group
Holding Company
Investment Amount
Investment Notice
Investment Period
Investor
Material Adverse Effect
Ministry of Economy
New Shares
Notice
Parties
Permitted Transferee
Person
Purchase Price
Regulatory Approvals
Related Party
Relevant Jurisdiction
Representatives
Required Consents
SCA
Security
Shares
Shareholder Resolution
Subsidiary
Target Company
Transaction Documents
Transfer
UAE
UAE Central Bank
Valuation
Working Day
Definitions
Equity Commitment
Funding Conditions
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Investment Process
Closing Mechanics
Securities Issuance
Board Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Transfer Restrictions
Pre-emptive Rights
Confidentiality
Non-Competition
Non-Solicitation
Events of Default
Termination
Force Majeure
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Costs and Expenses
Regulatory Compliance
Authority and Capacity
Severability
Entire Agreement
Third Party Rights
Counterparts
Further Assurance
Financial Services
Private Equity
Venture Capital
Real Estate
Technology
Healthcare
Manufacturing
Energy
Infrastructure
Telecommunications
Retail
Professional Services
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Treasury
Corporate Secretarial
Business Development
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Investment Director
Corporate Finance Manager
Private Equity Manager
Investment Banker
Legal Counsel
Corporate Lawyer
Transaction Manager
Investment Analyst
Finance Director
Company Secretary
Compliance Officer
Risk Manager
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