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Director Shareholder Agreement
"I need a Director Shareholder Agreement for a UAE-based technology startup with 5 founding shareholders, where 3 will serve as executive directors, including specific provisions for future funding rounds and employee share options planned for March 2025."
1. Parties: Identification of all shareholders and directors who are party to the agreement
2. Background: Context of the agreement, company information, and purpose of the arrangement
3. Definitions: Defined terms used throughout the agreement
4. Board Composition: Structure of the board, appointment and removal procedures, and qualification requirements
5. Directors' Powers and Duties: Scope of directors' authority, responsibilities, and fiduciary duties under UAE law
6. Shareholders' Rights and Obligations: Fundamental rights, voting mechanisms, and obligations of shareholders
7. Share Capital and Transfer Restrictions: Details of share capital, share transfer procedures, and restrictions
8. Reserved Matters: Decisions requiring special approval from directors or shareholders
9. Corporate Governance: Governance framework, meeting procedures, and compliance requirements
10. Dividend Policy: Framework for dividend declarations and distributions
11. Confidentiality: Protection of company and stakeholder confidential information
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
15. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stakes
2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in a sale
3. Anti-Dilution Provisions: Optional protection against dilution of shareholding in future financing rounds
4. Emergency Board Powers: Optional provisions for emergency decision-making procedures
5. Islamic Finance Compliance: Optional provisions ensuring compliance with Shariah principles if required
6. Director Indemnification: Optional enhanced protection for directors beyond statutory requirements
7. Deadlock Resolution: Optional detailed procedures for resolving board or shareholder deadlocks
8. Exit Strategy: Optional provisions detailing preferred exit mechanisms and procedures
1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current shareholdings
2. Schedule 2: Initial Directors: List of initial directors and their details
3. Schedule 3: Reserved Matters: Detailed list of matters requiring special approval
4. Schedule 4: Board Procedures: Detailed procedures for board meetings and decision-making
5. Schedule 5: Deed of Adherence: Template for new shareholders to agree to the terms of the agreement
6. Schedule 6: Business Plan: Initial business plan and key performance indicators
7. Appendix A: Share Transfer Forms: Template forms for share transfers
8. Appendix B: Board Resolution Templates: Standard templates for common board resolutions
Authors
Articles of Association
Board
Board Meeting
Business
Business Day
Business Plan
Chairman
Company
Confidential Information
Constitutional Documents
Director
Deed of Adherence
Encumbrance
Event of Default
Executive Director
Fair Market Value
Financial Year
General Assembly
Good Leaver
Governing Law
Group
Independent Director
Initial Business Plan
Intellectual Property Rights
Management
Material Adverse Effect
Non-Executive Director
Ordinary Resolution
Parent Company
Parties
Permitted Transferee
Reserved Matters
Resolution
Share Capital
Shareholder
Shareholders' Meeting
Shares
Special Resolution
Subsidiary
Tag-Along Right
Drag-Along Right
Territory
Trade License
Transfer
UAE
Voting Rights
Director Appointment
Director Removal
Director Duties
Director Powers
Shareholder Rights
Share Transfer
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Reserved Matters
Voting Rights
Board Meetings
Shareholder Meetings
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Share Valuation
Deadlock Resolution
Dispute Resolution
Governing Law
Exit Rights
Default
Termination
Anti-Dilution
Transfer Restrictions
Management Rights
Decision Making
Quorum Requirements
Corporate Governance
Reporting Requirements
Representations and Warranties
Indemnification
Amendment
Assignment
Notices
Severability
Entire Agreement
Force Majeure
Financial Services
Real Estate
Trading & Distribution
Manufacturing
Technology
Professional Services
Retail
Healthcare
Hospitality
Construction
Energy
Family Business
Small and Medium Enterprises
Start-ups
Legal
Corporate Governance
Board Secretariat
Compliance
Finance
Corporate Affairs
Investment Relations
Risk Management
Strategy
Executive Management
Chief Executive Officer
Managing Director
Board Member
Chairman
Company Secretary
Chief Financial Officer
General Counsel
Legal Director
Corporate Governance Officer
Compliance Officer
Chief Operating Officer
Investment Director
Shareholder Relations Manager
Executive Director
Non-Executive Director
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