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Investment Framework Agreement

Investment Framework Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Investment Framework Agreement

"I need an Investment Framework Agreement for a UAE-based technology company seeking to secure Series B funding from international investors, with completion targeted for March 2025, including specific provisions for ADGM free zone requirements and minority shareholder protections."

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Document background
The Investment Framework Agreement serves as the master document governing investment relationships in the UAE context. It is typically used when establishing significant investment arrangements, joint ventures, or strategic partnerships where parties need a comprehensive framework to govern their investment relationship. The agreement must comply with UAE federal laws, including the Commercial Companies Law and Foreign Direct Investment Law, while potentially accommodating free zone regulations if applicable. The document covers essential elements such as investment structure, corporate governance, regulatory compliance, and exit mechanisms, providing a foundation for subsequent transaction documents. This agreement is particularly important in the UAE market where foreign investment regulations, local ownership requirements, and specific sector regulations must be carefully considered and addressed.
Suggested Sections

1. Parties: Identification of the investor(s), investee(s), and any guarantors or additional parties

2. Background: Context of the investment relationship and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Investment Structure: Details of the investment mechanism, including type, value, and stages of investment

5. Conditions Precedent: Prerequisites that must be satisfied before the investment becomes effective

6. Investment Process: Procedures and mechanics for making the investment, including timing and documentation requirements

7. Representations and Warranties: Standard and specific assurances from each party

8. Covenants: Ongoing obligations of the parties, including positive and negative covenants

9. Corporate Governance: Management rights, board composition, voting rights, and reserved matters

10. Information Rights: Reporting obligations, access to information, and audit rights

11. Transfer Restrictions: Limitations on transfer of shares/interests and related procedures

12. Exit Rights: Mechanisms for exit including put/call options, IPO, tag-along and drag-along rights

13. Events of Default: Circumstances constituting default and consequences

14. Termination: Grounds for termination and consequences

15. Confidentiality: Protection of confidential information and trade secrets

16. Dispute Resolution: Jurisdiction, governing law, and dispute resolution mechanisms

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Shariah Compliance: Required if the investment needs to comply with Islamic finance principles

2. Free Zone Provisions: Required if the investment involves entities in UAE free zones

3. Anti-Corruption and Sanctions: Enhanced compliance provisions for regulated industries or international investors

4. Employee Matters: Required if the investment involves significant employment considerations

5. Intellectual Property Rights: Required for investments in technology or IP-heavy businesses

6. Real Estate Provisions: Required if the investment involves property assets

7. Environmental Compliance: Required for investments in industrial or environmentally sensitive sectors

8. Competition Compliance: Required for large investments or regulated sectors

Suggested Schedules

1. Schedule 1 - Investment Details: Detailed terms of the investment including valuation, payment mechanics, and timeline

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions precedent and required documentation

3. Schedule 3 - Corporate Structure: Group structure charts pre and post-investment

4. Schedule 4 - Reserved Matters: Detailed list of matters requiring special approval

5. Schedule 5 - Warranties: Detailed warranties given by each party

6. Schedule 6 - Form of Shareholders' Agreement: Template or agreed form of shareholders' agreement if applicable

7. Schedule 7 - Key Performance Indicators: Agreed metrics for monitoring investment performance

8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion

9. Appendix A - Corporate Authorizations: Required corporate approvals and authorizations

10. Appendix B - Form of Legal Opinions: Template legal opinions required from counsel

11. Appendix C - Regulatory Approvals: List of required regulatory approvals and status

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Applicable Law
Board
Business Day
Business Plan
Completion
Completion Date
Conditions Precedent
Confidential Information
Control
Default Event
Dispute
Effective Date
Encumbrance
Exit Event
Financial Year
Force Majeure
Free Zone
Group
Guarantee
Investment Amount
Investment Period
Investment Vehicle
Investor Director
Key Management
Local Partner
Long Stop Date
Material Adverse Change
Memorandum of Association
Onshore
Offshore
Permitted Transferee
Regulatory Approvals
Reserved Matters
Restricted Activities
ROI
Shareholder
Shareholders Agreement
Shares
Subscription Amount
Tag-Along Rights
Drag-Along Rights
Target Company
Transaction Documents
Transfer
UAE
Valuation
Warranties
Working Day
DIFC
ADGM
Ministry Approval
Economic Department
Mainland
Management Control
Option Period
Put Option
Call Option
Regulatory Authority
Shariah Compliant
Subscription Shares
Territory
Trade License
Clauses
Investment Terms
Subscription
Capital Contribution
Conditions Precedent
Completion
Representations and Warranties
Corporate Governance
Board Composition
Reserved Matters
Management Rights
Information Rights
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Put Option
Call Option
Exit Rights
IPO Rights
Anti-dilution
Confidentiality
Non-Competition
Non-Solicitation
Regulatory Compliance
Foreign Ownership
Free Zone Requirements
Shariah Compliance
Financial Obligations
Dividend Rights
Reporting Requirements
Audit Rights
Default
Termination
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Amendments
Notices
Costs
Severability
Entire Agreement
Third Party Rights
Further Assurance
Counterparts
Language
Local Partner Rights
Regulatory Approvals
Economic Department Requirements
Ministry Approvals
Relevant Industries

Technology

Real Estate

Healthcare

Education

Financial Services

Manufacturing

Retail

Energy

Infrastructure

Telecommunications

Hospitality

E-commerce

Professional Services

Transportation

Logistics

Relevant Teams

Legal

Finance

Investment

Compliance

Corporate Development

Strategy

Risk Management

Corporate Governance

Mergers & Acquisitions

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Investment Officer

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Managing Director

Head of Mergers & Acquisitions

Finance Director

Compliance Officer

Company Secretary

Board Director

General Counsel

Private Equity Manager

Venture Capital Manager

Strategy Director

Portfolio Manager

Industries
UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015): Primary legislation governing establishment and operation of companies in the UAE, including foreign ownership provisions and corporate governance requirements
UAE Foreign Direct Investment Law (Federal Law No. 19 of 2018): Regulates foreign investment in the UAE, including the positive list of sectors allowing up to 100% foreign ownership
UAE Civil Code (Federal Law No. 5 of 1985): Fundamental law governing civil transactions, contracts, and obligations in the UAE
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Governs commercial transactions and business activities in the UAE
UAE Federal Arbitration Law (Federal Law No. 6 of 2018): Regulates arbitration procedures and enforcement of arbitral awards, crucial for dispute resolution clauses
UAE Competition Law (Federal Law No. 4 of 2012): Regulates anti-competitive practices and merger control provisions that might affect investment transactions
UAE Anti-Money Laundering Law (Federal Decree Law No. 20 of 2018): Establishes compliance requirements for investments and financial transactions to prevent money laundering
UAE Bankruptcy Law (Federal Decree Law No. 9 of 2016): Relevant for investment risk assessment and insolvency provisions
Various Free Zone Regulations: Specific regulations applicable if the investment involves free zone entities or operations
Central Bank Regulations: Relevant if the investment involves banking, financial services, or significant cross-border capital movements
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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