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1. Parties: Identification of the Company and the Purchaser(s), including full legal names and addresses
2. Background: Context of the agreement, including company details and purpose of the restricted stock issuance
3. Definitions: Key terms used throughout the agreement, including 'Restricted Stock', 'Vesting Period', 'Transfer Restrictions', etc.
4. Purchase and Sale: Details of the stock purchase transaction, including number of shares, purchase price, and payment terms
5. Issuance of Shares: Process and conditions for issuing the restricted shares
6. Transfer Restrictions: Limitations on the transfer of shares during the restriction period
7. Vesting Provisions: Schedule and conditions for vesting of the restricted shares
8. Company's Right of Repurchase: Terms under which the company can repurchase unvested shares
9. Regulatory Compliance: Compliance with UAE securities laws and regulations
10. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority
11. Tax Matters: Tax implications and responsibilities related to the stock purchase
12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
13. General Provisions: Standard clauses including notices, amendments, and entire agreement
1. Employment Relationship: Required when restricted stock is issued to employees, defining relationship between employment and stock ownership
2. Shareholder Rights: Include when granting specific voting or dividend rights during the restriction period
3. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sale
4. Drag-Along Rights: Include when majority shareholders need the right to force minority participation in a sale
5. Corporate Governance: Include when specific board representation or management rights are granted
6. Non-Competition and Confidentiality: Include when additional restrictions on purchaser's business activities are required
7. Foreign Ownership Provisions: Required when purchaser is a foreign national or entity
1. Schedule A - Share Details: Detailed description of shares including class, rights, and restrictions
2. Schedule B - Vesting Schedule: Detailed timeline and conditions for share vesting
3. Schedule C - Purchase Price Calculation: Method and details of share price calculation
4. Schedule D - Shareholders' Information: Details of existing shareholders and their holdings
5. Appendix 1 - Share Certificate Form: Template for restricted share certificates
6. Appendix 2 - Board Resolutions: Copies of relevant board resolutions approving the share issuance
7. Appendix 3 - Regulatory Approvals: Copies of required UAE regulatory approvals
8. Appendix 4 - Transfer Notice Form: Template for share transfer notifications
Articles of Association
Board of Directors
Business Day
Cause
Company
Completion Date
Confidential Information
Corporate Documents
Deed of Adherence
Effective Date
Encumbrance
Fair Market Value
Financial Year
Good Leaver
Governmental Authority
Grant Date
Initial Public Offering
Law
Material Adverse Change
Notice
Parties
Purchase Price
Purchaser
Regulatory Approvals
Restricted Period
Restricted Stock
Securities and Commodities Authority
Shareholders Agreement
Shares
Subsidiary
Tax
Transfer
UAE
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Bad Leaver
Change of Control
Commercial Companies Law
Competitor
Employment Agreement
Exercise Notice
Force Majeure Event
Intellectual Property Rights
Liquidation Event
Related Parties
Repurchase Notice
Repurchase Price
Repurchase Right
Share Certificate
Termination Date
Trading Day
Transfer Restrictions
Payment Terms
Share Issuance
Transfer Restrictions
Vesting Conditions
Repurchase Rights
Regulatory Compliance
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Termination
Tax Obligations
Share Rights
Voting Rights
Dividend Rights
Tag-Along Rights
Drag-Along Rights
Information Rights
Board Representation
Pre-emptive Rights
Right of First Refusal
Put and Call Options
Change of Control
Employment Relationship
Good Leaver/Bad Leaver
Dispute Resolution
Governing Law
Assignment
Notices
Force Majeure
Entire Agreement
Amendment
Severability
Costs and Expenses
Further Assurance
Waiver
Third Party Rights
Counterparts
Technology
Financial Services
Professional Services
Healthcare
Real Estate
Manufacturing
Retail
Energy
Telecommunications
Education
Consulting
Media and Entertainment
Legal
Human Resources
Finance
Executive Leadership
Corporate Secretariat
Compliance
Corporate Governance
Compensation and Benefits
Investor Relations
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
HR Director
Compensation Manager
Legal Counsel
Finance Director
Board Member
Chief Operating Officer
Compliance Officer
Investment Manager
Corporate Governance Officer
Equity Compensation Specialist
Executive Director
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