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Equity Contribution Agreement
"I need an Equity Contribution Agreement for a Saudi manufacturing company where a foreign investor will contribute SAR 50 million in cash by March 2025, representing a 30% stake, with specific provisions for board representation and tag-along rights."
1. Parties: Identification of the contributing parties and the target company
2. Background: Context of the transaction and existing corporate structure
3. Definitions: Key terms used throughout the agreement
4. Equity Contribution Commitment: Details of the equity contribution amount, form, and timing
5. Conditions Precedent: Prerequisites that must be satisfied before the contribution obligation arises
6. Contribution Mechanics: Specific procedures for making the contribution, including bank account details and documentation requirements
7. Representations and Warranties: Statements of fact by each party regarding their capacity, authority, and other relevant matters
8. Covenants: Ongoing obligations of the parties
9. Shariah Compliance: Provisions ensuring the transaction complies with Islamic law principles
10. Closing Process: Steps for completing the contribution and related documentation
11. Events of Default: Circumstances constituting breach and consequences
12. Termination: Circumstances under which the agreement can be terminated and consequences
13. Governing Law and Jurisdiction: Application of Saudi law and dispute resolution mechanisms
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignment
1. Anti-dilution Protection: Used when protecting initial shareholders from future dilution is required
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
3. Drag-Along Rights: Include when majority shareholders may need to force minority participation in a sale
4. In-Kind Contribution Provisions: Required when contributions include non-cash assets
5. Foreign Investment Provisions: Include when any contributor is a foreign entity
6. Regulatory Compliance: Include when the contribution requires specific regulatory approvals
7. Tax Provisions: Include when specific tax treatment or obligations need to be addressed
8. Currency Provisions: Include when contributions involve foreign currency
1. Schedule 1 - Contribution Details: Detailed breakdown of contribution amounts, timing, and form
2. Schedule 2 - Conditions Precedent: Comprehensive list of all required conditions precedent
3. Schedule 3 - Closing Checklist: List of all documents and actions required for closing
4. Schedule 4 - Form of Contribution Notice: Template for formal notice of contribution
5. Schedule 5 - Corporate Information: Details of the target company's corporate structure and shareholding
6. Appendix A - Shareholder Resolutions: Form of required shareholder resolutions
7. Appendix B - Board Resolutions: Form of required board resolutions
8. Appendix C - Valuation Report: For in-kind contributions, independent valuation report
9. Appendix D - Regulatory Approvals: Copies of required regulatory approvals and licenses
Authors
Financial Services
Real Estate
Manufacturing
Technology
Healthcare
Energy
Infrastructure
Telecommunications
Mining
Retail
Hospitality
Education
Transportation
Construction
Agriculture
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Treasury
Corporate Governance
Board Secretariat
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Finance Manager
Legal Counsel
Investment Manager
Corporate Secretary
Financial Controller
Compliance Officer
Board Member
Managing Director
Partner
Shareholder Relations Manager
Due Diligence Officer
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