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Stock Investment Agreement
"I need a Stock Investment Agreement for a UAE-based technology startup receiving a 5 million AED investment from a Singapore-based venture capital firm, with completion planned for March 2025 and including standard minority investor protections."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and investor(s)
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Investment Terms: Details of the investment amount, number of shares, price per share, and payment terms
5. Completion Mechanics: Process and conditions for completing the investment, including conditions precedent
6. Representations and Warranties: Statements of fact and assurances from the company and existing shareholders
7. Investor Rights: Key rights of the investor, including board representation and information rights
8. Transfer Restrictions: Limitations on the transfer of shares and related procedures
9. Tag and Drag Rights: Co-sale rights and forced sale provisions
10. Corporate Governance: Board composition, voting rights, and reserved matters
11. Confidentiality: Provisions regarding the protection of confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Anti-dilution Protection: Protection against future down rounds, typically included for significant investments
2. Preferred Rights: Special rights attached to preferred shares, if applicable
3. UAE Local Ownership Provisions: Required when foreign investors are involved and local ownership requirements apply
4. Pre-emptive Rights: Right to participate in future funding rounds, typically for substantial investments
5. Strategic Cooperation: For strategic investors bringing additional value beyond capital
6. Employee Stock Option Pool: If the investment includes or affects an ESOP
7. Shariah Compliance: Required for Islamic investors or if the company operates under Islamic principles
8. Put Option Rights: Exit rights for investors in specific circumstances
1. Schedule 1 - Company Information: Detailed corporate information including shareholding structure and subsidiaries
2. Schedule 2 - Conditions Precedent: List of conditions to be satisfied before completion
3. Schedule 3 - Warranties: Detailed warranties given by the company and existing shareholders
4. Schedule 4 - Completion Requirements: Detailed steps and documents required for completion
5. Schedule 5 - Reserved Matters: List of decisions requiring investor approval
6. Schedule 6 - Form of Deed of Adherence: Template for new shareholders to accede to the agreement
7. Schedule 7 - Management Accounts: Latest financial statements and management accounts
8. Schedule 8 - Intellectual Property: Details of company's IP rights and registrations
9. Appendix A - Share Capital Table: Pre and post-investment shareholding structure
10. Appendix B - Corporate Authorizations: Required corporate and regulatory approvals
Authors
Agreement
Articles of Association
Board
Business Day
Business Plan
Closing
Closing Date
Companies Law
Company
Completion
Confidential Information
Consideration
Directors
Dollars
Dirhams
Drag Along Rights
Effective Date
Encumbrance
Exit Event
Financial Year
Group
Investment Amount
Investment Shares
Investor
Material Adverse Change
Ordinary Shares
Parties
Pre-emptive Rights
Purchase Price
Regulatory Approvals
Reserved Matters
Securities
Share Capital
Shareholders
Shareholders Agreement
Subscription Shares
Tag Along Rights
Transaction Documents
Transfer
UAE
Warranties
Working Day
Share Subscription
Purchase Price
Conditions Precedent
Completion
Representations and Warranties
Pre-emptive Rights
Transfer Restrictions
Tag Along Rights
Drag Along Rights
Board Composition
Reserved Matters
Information Rights
Anti-dilution Protection
Exit Rights
Confidentiality
Non-competition
Non-solicitation
Regulatory Compliance
Local Ownership Requirements
Share Valuation
Dividend Rights
Voting Rights
Default
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Force Majeure
Entire Agreement
Severability
Costs and Expenses
Amendments
Waiver
Technology
Real Estate
Financial Services
Healthcare
Manufacturing
E-commerce
Retail
Energy
Transportation
Education
Hospitality
Construction
Professional Services
Media and Entertainment
Telecommunications
Legal
Finance
Corporate Development
Investment
Compliance
Executive Management
Board of Directors
Corporate Secretariat
Risk Management
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Investment Manager
Company Secretary
Board Director
Managing Director
Finance Director
Compliance Officer
General Counsel
Private Equity Manager
Venture Capital Manager
Corporate Development Manager
Financial Controller
Legal Counsel
Investment Analyst
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