Share Subscription Agreement And Share Purchase Agreement for United Arab Emirates

Share Subscription Agreement And Share Purchase Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that combines both the subscription of new shares and the purchase of existing shares in a UAE company. This document governs the terms and conditions of both primary investment (through new share issuance) and secondary purchase (from existing shareholders), including payment terms, warranties, conditions precedent, completion mechanics, and post-completion obligations. The agreement ensures compliance with UAE Companies Law, foreign ownership restrictions, and relevant regulatory requirements while protecting the interests of all parties involved in the transaction.

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What is a Share Subscription Agreement And Share Purchase Agreement?

The Share Subscription Agreement And Share Purchase Agreement is a vital document used in UAE corporate transactions where an investor seeks to acquire both newly issued shares and existing shares in a company. This combined approach is particularly common in growth-stage companies seeking additional capital while also providing partial exit opportunities for existing shareholders. The document must comply with UAE Companies Law (Federal Decree-Law No. 32 of 2021) and other relevant regulations, including foreign ownership restrictions and free zone regulations where applicable. It typically includes detailed provisions for valuation, payment mechanisms, regulatory approvals, warranties, and both pre- and post-completion obligations. This agreement type is particularly relevant for transactions involving foreign investment into UAE companies, strategic corporate expansions, and private equity or venture capital investments.

What sections should be included in a Share Subscription Agreement And Share Purchase Agreement?

1. Parties: Identification of the parties including the Company, Seller(s), and Subscriber(s)/Purchaser(s)

2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Subscription of New Shares: Terms of the new share subscription including number, class, and price of shares

5. Purchase of Existing Shares: Terms of the purchase of existing shares including number, class, and price

6. Consideration and Payment Terms: Payment details, timing, and mechanism for both subscription and purchase

7. Conditions Precedent: Conditions that must be satisfied before completion

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties and Representations: Standard warranties from all parties, including company warranties

10. Pre-Completion Obligations: Obligations of parties between signing and completion

11. Post-Completion Obligations: Actions required after completion, including regulatory filings

12. Confidentiality: Confidentiality obligations of all parties

13. Announcements: Requirements for public announcements about the transaction

14. Costs: Allocation of transaction costs and expenses

15. Notices: Process for serving notices under the agreement

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

What sections are optional to include in a Share Subscription Agreement And Share Purchase Agreement?

1. Tag-Along Rights: Include when minority shareholders need protection in future sale scenarios

2. Drag-Along Rights: Include when majority shareholders want right to force minorities to join in future sales

3. Anti-Dilution Protection: Include when investors need protection against future dilutive share issues

4. Board Appointment Rights: Include when new shareholders are to have board representation rights

5. Regulatory Compliance: Include detailed section when transaction involves regulated industries or foreign ownership

6. Non-Competition: Include when selling shareholders need to be restricted from competing

7. Share Retention: Include when parties need to maintain minimum shareholding for certain period

8. Future Funding Obligations: Include when parties have agreed to future capital commitments

What schedules should be included in a Share Subscription Agreement And Share Purchase Agreement?

1. Share Capital Structure: Details of pre and post-transaction shareholding structure

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed warranties, particularly company warranties

5. Company Information: Key details about the company including assets, contracts, employees

6. Form of Board Resolutions: Template board resolutions approving the transaction

7. Form of Shareholder Resolutions: Template shareholder resolutions approving the transaction

8. Regulatory Filings: Forms and documents required for UAE regulatory compliance

9. Directors' Resignation Letters: Template resignation letters if board changes are required

10. Form of Power of Attorney: Template POA for completion actions if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Free to use

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What is a Share Subscription Agreement And Share Purchase Agreement?

What sections should be included in a Share Subscription Agreement And Share Purchase Agreement?

What sections are optional to include in a Share Subscription Agreement And Share Purchase Agreement?

What schedules should be included in a Share Subscription Agreement And Share Purchase Agreement?

Authors

Alex Denne

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