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Shares Subscription Agreement
"I need a Shares Subscription Agreement for my UAE-based technology startup to issue 10,000 new ordinary shares to a strategic investor from Singapore, with completion planned for March 2025, including anti-dilution protection and board representation rights."
1. Parties: Identification of the Company issuing shares and the Subscriber(s)
2. Background: Recitals explaining the company's structure, authorization for share issuance, and purpose of the subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment: Details of shares being subscribed to, price per share, and total subscription amount
5. Completion: Conditions precedent, completion mechanics, and timing of the subscription
6. Representations and Warranties: Standard representations from both company and subscriber, including compliance with UAE laws
7. Subscriber's Undertakings: Ongoing obligations of the subscriber, including regulatory compliance and information provision
8. Company's Undertakings: Obligations of the company regarding share issuance and regulatory compliance
9. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information
10. Notices: Method and addresses for formal communications between parties
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
12. Execution: Signature blocks and execution formalities as per UAE requirements
1. Anti-dilution Rights: Protection for subscriber against future share issuances, used in strategic investments
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, important for minority investors
3. Board Representation: Rights to appoint board members, used in significant investments
4. Information Rights: Special rights to company information, typically for major investors
5. Exit Rights: Mechanisms for subscriber to exit the investment, important for private companies
6. Shareholder Approval: Required when existing shareholders have pre-emptive rights
7. Foreign Ownership Compliance: Special provisions when subscriber is foreign, addressing UAE ownership restrictions
1. Share Details: Detailed description of shares being issued, including class, rights, and restrictions
2. Subscription Form: Standard form for share subscription as required by UAE law
3. Company Information: Key company details including registration, licenses, and capital structure
4. KYC Requirements: List of required documents for anti-money laundering compliance
5. Board Resolution: Copy of board resolution approving share issuance
6. Shareholders' Resolution: Copy of shareholders' resolution if required for share issuance
7. Payment Details: Bank account and payment instruction details
8. Completion Checklist: List of documents and actions required for completion
Authors
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Constitutional Documents
Encumbrance
Governmental Authority
Subscription Price
Subscription Shares
UAE
Law
License
Ordinary Shares
Articles of Association
Share Capital
Shareholder
Securities
Material Adverse Change
Memorandum of Association
Payment Date
Permitted Transferee
Register of Members
Regulatory Approvals
Representatives
SCA
Subscriber
Subscription Amount
Trade License
Transfer
Warranties
Working Hours
Subscription
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Company Warranties
Subscriber Warranties
Pre-emptive Rights
Transfer Restrictions
Regulatory Compliance
Foreign Ownership
Anti-dilution Protection
Information Rights
Confidentiality
Non-competition
Board Representation
Shareholder Rights
Tag-along Rights
Drag-along Rights
Exit Rights
Dispute Resolution
Governing Law
Force Majeure
Assignment
Severability
Notices
Costs
Amendment
Entire Agreement
Financial Services
Technology
Real Estate
Healthcare
Manufacturing
Retail
Professional Services
Energy
Transportation
Telecommunications
Education
Construction
Hospitality
Media and Entertainment
Legal
Finance
Compliance
Corporate Secretariat
Investment
Risk Management
Corporate Development
Board Secretariat
Investor Relations
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Compliance Officer
Finance Director
Board Director
Managing Director
Corporate Governance Officer
Investment Banker
Financial Controller
Business Development Director
Risk Manager
Company Registrar
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