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Memorandum Of Agreement For Investment
"I need a Memorandum of Agreement for Investment for a UAE mainland company receiving a 30% equity investment from a Singapore-based technology investment firm, with completion expected by March 2025 and including specific provisions for board representation and quarterly financial reporting requirements."
1. Parties: Identification of all parties to the agreement, including full legal names, registration details, and addresses
2. Background: Context of the investment agreement, including the purpose and general intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, payment terms, and investment structure
5. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and business condition
6. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective
7. Completion Mechanics: Process and requirements for completing the investment transaction
8. Post-Completion Obligations: Ongoing obligations of both parties after the investment is completed
9. Governance Rights: Investor's rights in company governance, including any board representation or veto rights
10. Information Rights: Investor's rights to receive financial and operational information
11. Exit Rights: Provisions regarding future exit options and procedures
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Tag-Along Rights: Include when minority investor protection is required, giving right to join in sale of majority stake
2. Drag-Along Rights: Include when majority shareholders want right to force minority shareholders to join in sale
3. Anti-dilution Protection: Include for venture capital or significant minority investments to protect against dilution
4. Right of First Refusal: Include when parties want option to purchase shares before they can be sold to third parties
5. Islamic Finance Compliance: Include when the investment needs to comply with Shariah principles
6. Free Zone Specific Provisions: Include when investment involves UAE free zone entities
7. Employee Matters: Include when investment impacts employment or management arrangements
8. Intellectual Property Rights: Include when IP is a significant aspect of the investment value
1. Schedule 1: Investment Details: Detailed breakdown of investment amount, valuation, and share allocation
2. Schedule 2: Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Schedule 3: Completion Requirements: Checklist of documents and actions required at completion
4. Schedule 4: Warranties: Detailed warranties given by the company and existing shareholders
5. Schedule 5: Company Information: Key company details including capital structure and material contracts
6. Appendix A: Shareholders Agreement: Form of shareholders agreement to be executed at completion
7. Appendix B: Corporate Documents: Copies of relevant corporate approvals and documents
8. Appendix C: Financial Statements: Recent financial statements and projections
Authors
Business Day
Completion
Completion Date
Confidential Information
Consideration
Board
Business
Company
Director
Effective Date
Encumbrance
Financial Year
Governing Law
Investment Amount
Investment Shares
Investor
Material Adverse Change
Shareholders Agreement
Warranties
Articles of Association
Commercial License
Commercial Register
Economic Substance Regulations
Emirate
Free Zone Authority
Investment Plan
Key Performance Indicators
Management Accounts
Share Capital
Shareholder
Subscription Price
Trade License
Transaction Documents
Transfer
UAE
Valuation
Voting Rights
Share Subscription
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Due Diligence
Board Representation
Shareholder Rights
Voting Rights
Anti-dilution
Tag Along
Drag Along
Pre-emptive Rights
Transfer Restrictions
Information Rights
Management Rights
Exit Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Regulatory Compliance
Foreign Ownership
Economic Substance
Change of Control
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Technology
Real Estate
Financial Services
Healthcare
Manufacturing
Retail
Energy
Transportation
Education
Hospitality
Construction
E-commerce
Telecommunications
Media and Entertainment
Professional Services
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Executive Leadership
Board of Directors
Corporate Secretariat
Business Development
Chief Executive Officer
Chief Financial Officer
Investment Director
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Company Secretary
Compliance Officer
Risk Manager
Managing Partner
Finance Director
Board Member
Investment Analyst
General Counsel
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