The Share Subscription Agreement is a crucial document used in the UAE when a company is issuing new shares to investors, whether for capital raising, strategic investment, or corporate restructuring purposes. It must comply with the UAE Federal Commercial Companies Law and, where applicable, specific free zone regulations. The agreement typically includes detailed provisions on share valuation, payment mechanisms, regulatory compliance, and shareholder rights. It's particularly important in the UAE context due to specific requirements regarding foreign ownership restrictions, local partner requirements, and corporate governance rules. The document needs to address both federal and emirate-level regulations, as well as any sector-specific requirements that may apply to the share issuance.
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1. Parties: Identification of the Company and Subscriber(s)
2. Background: Context of the transaction, current shareholding structure, and purpose of the subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion
6. Completion: Mechanics of completion, timing, and actions required at completion
7. Company's Warranties: Representations and warranties given by the Company
8. Subscriber's Warranties: Representations and warranties given by the Subscriber
9. Covenants: Ongoing obligations of the parties
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Regulatory Compliance: Required for regulated industries or when specific UAE regulatory approvals are needed
2. Anti-dilution Rights: Include when providing protection against future dilution of shareholding
3. Tag-Along Rights: Include when minority shareholders are to be given co-sale rights
4. Board Appointment Rights: Include when subscriber is being granted board representation rights
5. Dividend Rights: Include when specific dividend rights are being granted
6. Foreign Ownership Provisions: Required when involving foreign investors and addressing UAE foreign ownership restrictions
7. Shareholder Approval Requirements: Include when specific shareholder approval mechanisms are required
8. Exit Rights: Include when specific exit mechanisms or IPO rights are being granted
1. Share Capital Structure: Details of current and post-subscription share capital structure
2. Form of Board Resolution: Template board resolution approving the share subscription
3. Form of Shareholder Resolution: Template shareholder resolution approving the share subscription
4. Completion Requirements: Detailed list of documents and actions required for completion
5. Company Information: Key corporate information and licenses
6. Warranties: Detailed warranties given by the Company
7. Form of Share Certificate: Template share certificate to be issued
8. Regulatory Approvals: Copies of required regulatory approvals or licenses
9. KYC Requirements: List of required KYC documents for UAE compliance
Relevant legal definitions
Affiliate
Agreement
Anti-Money Laundering Laws
Applicable Law
Articles of Association
Board
Business Day
Companies Law
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitutional Documents
Disposal
Encumbrance
Events of Default
Existing Shareholders
Financial Year
Governmental Authority
Group
Initial Public Offering
Intellectual Property Rights
Key Management
License
Long Stop Date
Material Adverse Change
New Shares
Parties
Regulatory Approvals
Related Party
Relevant Authority
Representatives
Resolution
Securities
Share Capital
Shareholder
Shareholders Agreement
Shares
Subscriber
Subscription Amount
Subscription Price
Subscription Shares
Tax
Transaction Documents
UAE
Ultimate Beneficial Owner
Warranties
Working Hours
Agreement
Anti-Money Laundering Laws
Applicable Law
Articles of Association
Board
Business Day
Companies Law
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitutional Documents
Disposal
Encumbrance
Events of Default
Existing Shareholders
Financial Year
Governmental Authority
Group
Initial Public Offering
Intellectual Property Rights
Key Management
License
Long Stop Date
Material Adverse Change
New Shares
Parties
Regulatory Approvals
Related Party
Relevant Authority
Representatives
Resolution
Securities
Share Capital
Shareholder
Shareholders Agreement
Shares
Subscriber
Subscription Amount
Subscription Price
Subscription Shares
Tax
Transaction Documents
UAE
Ultimate Beneficial Owner
Warranties
Working Hours
Clauses
Interpretation
Subscription
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Company Warranties
Subscriber Warranties
Company Undertakings
Subscriber Undertakings
Share Rights
Transfer Restrictions
Anti-dilution
Board Representation
Corporate Governance
Regulatory Compliance
Foreign Ownership
Ultimate Beneficial Ownership
Anti-Money Laundering
Information Rights
Confidentiality
Non-Competition
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Exit Rights
Representations
Indemnification
Force Majeure
Termination
Assignment
Notices
Costs
Entire Agreement
Amendments
Severability
Waiver
Governing Law
Dispute Resolution
Subscription
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Company Warranties
Subscriber Warranties
Company Undertakings
Subscriber Undertakings
Share Rights
Transfer Restrictions
Anti-dilution
Board Representation
Corporate Governance
Regulatory Compliance
Foreign Ownership
Ultimate Beneficial Ownership
Anti-Money Laundering
Information Rights
Confidentiality
Non-Competition
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Exit Rights
Representations
Indemnification
Force Majeure
Termination
Assignment
Notices
Costs
Entire Agreement
Amendments
Severability
Waiver
Governing Law
Dispute Resolution
Relevant Industries
Financial Services
Technology
Real Estate
Healthcare
Manufacturing
Retail
Professional Services
Energy
Infrastructure
Telecommunications
Hospitality
E-commerce
Transportation
Media and Entertainment
Relevant Teams
Legal
Finance
Compliance
Corporate Secretarial
Investment
Risk Management
Corporate Development
Strategy
Executive Leadership
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Finance Director
Compliance Officer
Business Development Director
Managing Director
Board Member
General Counsel
Corporate Governance Officer
Investment Analyst
Risk Manager
Strategy Director
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