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Preference Shares Agreement
"I need a UAE Preference Shares Agreement for issuing cumulative preference shares with an 8% annual dividend rate to a strategic investor, including conversion rights after March 2025 and tag-along rights."
1. Parties: Identification of the Company and the Preference Shareholders
2. Background: Context of the preference share issuance, including company details and purpose of the issuance
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Preference Share Terms: Core terms including nominal value, issue price, and class designation
5. Dividend Rights: Detailed provisions regarding dividend rates, payment dates, and cumulative/non-cumulative nature
6. Capital Rights: Rights on return of capital and participation in surplus assets
7. Voting Rights: Scope and limitations of voting rights attached to preference shares
8. Conversion Rights: Terms and procedures for conversion of preference shares to ordinary shares, if applicable
9. Redemption: Conditions and procedures for redemption of preference shares
10. Transfer Restrictions: Limitations and procedures for transferring preference shares
11. Representations and Warranties: Standard warranties from both company and shareholders
12. Covenants: Ongoing obligations of the company and shareholders
13. Events of Default: Circumstances constituting default and consequences
14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction provisions
1. Tag-Along Rights: Include when preference shareholders are to have the right to join in sales by majority shareholders
2. Anti-dilution Protection: Include when preference shareholders are to be protected against dilution from new share issues
3. Board Representation: Include when preference shareholders are to have rights to appoint board members
4. Information Rights: Include when specific information rights are to be granted beyond statutory requirements
5. Liquidation Preference: Include when preference shareholders are to have priority rights in liquidation
6. Dividend Stopper: Include when restrictions on payments of other dividends are required
7. Change of Control Provisions: Include when specific rights are triggered by change in company control
8. Shari'ah Compliance: Include when the preference shares need to comply with Islamic finance principles
1. Share Certificate Form: Template for preference share certificates
2. Dividend Calculation Examples: Detailed examples of how dividends will be calculated
3. Transfer Form: Standard form for transfer of preference shares
4. Conversion Notice: Form for exercising conversion rights
5. Redemption Notice: Form for exercising redemption rights
6. Constitutional Documents: Company's articles of association and other relevant constitutional documents
7. Regulatory Approvals: Copies of relevant regulatory approvals for the issuance
8. Shareholders' Resolution: Copy of the shareholders' resolution approving the preference share issuance
Authors
Articles of Association
Board
Business Day
Capital Distribution
Change of Control
Companies Law
Completion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Default Event
Directors
Dividend Payment Date
Dividend Period
Dividend Rate
Encumbrance
Exit Event
Financial Year
Fully Diluted Share Capital
General Assembly
Group
Issue Date
Issue Price
Listing
Material Adverse Effect
Ordinary Shares
Preference Dividend
Preference Shareholders
Preference Shares
Preferential Rights
Redemption Date
Redemption Notice
Redemption Price
Register
Regulatory Authority
Related Party
Relevant Jurisdiction
SCA
Securities
Share Capital
Shareholders
Shareholders' Agreement
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
UAE
Voting Rights
Dividend Rights
Capital Rights
Voting Rights
Conversion Rights
Redemption Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Information Rights
Board Representation
Liquidation Preference
Events of Default
Representations and Warranties
Covenants
Notices
Confidentiality
Assignment
Amendment
Waiver
Severability
Further Assurance
Entire Agreement
Force Majeure
Costs and Expenses
Governing Law
Dispute Resolution
Regulatory Compliance
Termination
Financial Services
Real Estate
Infrastructure
Technology
Healthcare
Manufacturing
Energy
Telecommunications
Family Businesses
Investment Holdings
Private Equity
Venture Capital
Legal
Finance
Corporate Secretariat
Treasury
Compliance
Corporate Governance
Risk Management
Investment
Board Secretariat
Corporate Development
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Investment Manager
Compliance Officer
Board Director
Corporate Governance Officer
Treasury Manager
Financial Controller
Investment Banker
Private Equity Manager
Venture Capital Manager
Risk Manager
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