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1. Parties: Identification of the Company issuing shares and the Subscriber(s)
2. Background: Context of the transaction, including company information and purpose of subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the subscription
6. Completion: Mechanics and timing of the completion, including actions required by each party
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 post-completion
10. Regulatory Compliance: Compliance with Qatari laws and regulations, including foreign investment rules
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Optional section for agreements involving multiple shareholders, giving right to join in sales of shares
2. Drag-Along Rights: Optional section for majority shareholders to force minority shareholders to join in a sale
3. Anti-dilution Protection: Optional protection against future share issuances at lower valuations
4. Board Appointment Rights: Optional rights for subscriber to appoint board members based on shareholding
5. Multiple Closing Mechanics: Optional section for transactions with multiple subscription closings
6. Foreign Ownership Compliance: Required only when subscriber is non-Qatari, addressing specific foreign investment requirements
7. Shareholder Approval: Required when existing shareholders have pre-emptive or approval rights
8. Government Approvals: Required for regulated industries or when specific approvals are needed
1. Schedule 1 - Share Subscription Details: Details of shares, price, and payment terms
2. Schedule 2 - Company Information: Corporate information including shareholding structure and financial statements
3. Schedule 3 - Conditions Precedent: Detailed list of conditions precedent
4. Schedule 4 - Completion Requirements: Detailed list of completion deliverables and actions
5. Schedule 5 - Company Warranties: Detailed company warranties
6. Schedule 6 - Form of Board Resolution: Template board resolution approving share issuance
7. Schedule 7 - Form of Shareholders' Resolution: Template shareholders' resolution if required
8. Schedule 8 - Regulatory Compliance Checklist: Checklist of required regulatory approvals and filings
9. Appendix A - Share Certificate Form: Template share certificate compliant with Qatari law
10. Appendix B - Constitutional Documents: Company's articles of association and commercial registration
Articles of Association
Board
Business Day
Commercial Register
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitutional Documents
Encumbrance
Existing Shareholders
Foreign Investment Approval
Governmental Authority
Group
Investment Amount
Issue Price
Law
Long Stop Date
Material Adverse Change
New Shares
Parties
Payment Date
Permits
QAR
QFMA
Qatar Commercial Companies Law
Regulatory Approvals
Related Party
Relevant Authority
Share Capital
Shareholder Resolution
Shares
Subscriber
Subscription Amount
Subscription Price
Subsidiary
Tax
Transaction Documents
Warranties
Working Hours
Share Subscription
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Company Warranties
Subscriber Warranties
Foreign Investment Compliance
Regulatory Compliance
Anti-Money Laundering
Board Representation
Shareholder Rights
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Information Rights
Representations
Indemnification
Force Majeure
Termination
Notices
Assignment
Amendment
Waiver
Severability
Costs
Governing Law
Dispute Resolution
Entire Agreement
Financial Services
Technology
Real Estate
Manufacturing
Healthcare
Retail
Energy
Transportation
Professional Services
Telecommunications
Construction
Hospitality
Education
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Risk Management
Corporate Secretariat
Investment
Treasury
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Managing Director
Board Director
Compliance Officer
Finance Director
Company Secretary
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Development Manager
Risk Manager
Financial Controller
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