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Private Investment Agreement
"I need a Private Investment Agreement for a UAE-based technology startup, where a venture capital firm is investing AED 5 million for a 20% stake, with completion planned for March 2025 and including specific provisions for technology IP protection and future funding rounds."
1. Parties: Identification of the investor(s) and investee company/parties, including registration details as required under UAE law
2. Background: Context of the investment, brief description of the business, and purpose of the agreement
3. Definitions: Detailed definitions of terms used throughout the agreement, including Arabic terms where relevant
4. Investment Terms: Details of the investment amount, payment terms, and investment structure
5. Conditions Precedent: Prerequisites that must be satisfied before the investment becomes effective
6. Completion Mechanics: Process and requirements for completing the investment transaction
7. Warranties and Representations: Standard and UAE-specific warranties from both parties
8. Covenants: Ongoing obligations of the parties, including regulatory compliance requirements
9. Corporate Governance: Management structure, voting rights, and decision-making processes
10. Transfer Restrictions: Limitations on share transfers and ownership changes
11. Exit Rights: Mechanisms for investment exit, including tag-along and drag-along rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction details
14. General Provisions: Standard boilerplate clauses adapted for UAE law requirements
1. Anti-dilution Rights: Protection against dilution of investment - include for minority investments
2. Shariah Compliance: Include when the investment structure needs to comply with Islamic finance principles
3. Board Representation: Include when investor is getting board seats or observer rights
4. Regulatory Compliance: Specific section for heavily regulated industries or sectors
5. Employee Matters: Include when investment impacts employment or requires specific employee arrangements
6. Intellectual Property Rights: Include for technology companies or IP-heavy businesses
7. Non-Competition: Include when restricting parties from competing activities
8. Force Majeure: Include for long-term investments or where specific risk allocation is needed
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: Comprehensive list of warranties given by each party
5. Schedule 5 - Company Information: Details of the company structure, subsidiaries, and material contracts
6. Schedule 6 - Reserved Matters: List of decisions requiring special approval
7. Appendix A - Shareholders Agreement: Form of shareholders agreement if required
8. Appendix B - Constitutional Documents: Amended memorandum and articles of association
9. Appendix C - Key Performance Indicators: Agreed business metrics and targets
10. Appendix D - Corporate Authorities: Required board and shareholder resolutions
Authors
Board
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Constitutional Documents
Director
Dirhams
Effective Date
Encumbrance
Exercise Notice
Exit Event
Fair Market Value
Financial Year
Governing Law
Group
Investment Amount
Investment Shares
Investor Director
Material Adverse Change
Ordinary Shares
Parties
Pre-emption Rights
Regulatory Approvals
Reserved Matters
Shareholder
Shareholders Agreement
Subscription Price
Subsidiary
Tag Along Right
Target Company
Transfer
UAE
Valuation
Warranties
Working Hours
Share Subscription
Payment Obligations
Conditions Precedent
Completion Requirements
Representations and Warranties
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Composition
Management Rights
Information Rights
Reserved Matters
Transfer Restrictions
Exit Rights
Put Option
Call Option
Profit Distribution
Non-Competition
Confidentiality
Intellectual Property
Regulatory Compliance
Change of Control
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Technology
Real Estate
Healthcare
Financial Services
Manufacturing
Retail
Energy
Transportation
Education
Hospitality
Construction
Media and Entertainment
Professional Services
Industrial
Agricultural
Telecommunications
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Executive Leadership
Business Development
Strategy
Operations
Company Secretariat
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Managing Director
Corporate Lawyer
Investment Manager
Legal Counsel
Business Development Director
Finance Director
Company Secretary
Compliance Officer
Board Member
Private Equity Manager
Investment Banker
Risk Manager
Strategy Director
Operations Director
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