The Shares Subscription Agreement is a crucial document used when a UAE company issues new shares to investors or existing shareholders. This agreement type is essential for both private and public companies looking to raise capital through share issuance, subject to UAE Commercial Companies Law and relevant regulatory frameworks. The document serves multiple purposes: it formalizes the share subscription process, ensures compliance with local regulations, protects both issuer and subscriber interests, and establishes clear terms for the investment. The agreement must address specific UAE requirements regarding share transfers, foreign ownership restrictions, and corporate governance standards. It typically includes detailed information about the shares being issued, payment terms, representations and warranties, and completion mechanics, all within the context of UAE legal requirements.
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1. Parties: Identification of the Company issuing shares and the Subscriber(s)
2. Background: Recitals explaining the company's structure, authorization for share issuance, and purpose of the subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment: Details of shares being subscribed to, price per share, and total subscription amount
5. Completion: Conditions precedent, completion mechanics, and timing of the subscription
6. Representations and Warranties: Standard representations from both company and subscriber, including compliance with UAE laws
7. Subscriber's Undertakings: Ongoing obligations of the subscriber, including regulatory compliance and information provision
8. Company's Undertakings: Obligations of the company regarding share issuance and regulatory compliance
9. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information
10. Notices: Method and addresses for formal communications between parties
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
12. Execution: Signature blocks and execution formalities as per UAE requirements
1. Anti-dilution Rights: Protection for subscriber against future share issuances, used in strategic investments
2. Tag-Along Rights: Right to join in sale of shares by other shareholders, important for minority investors
3. Board Representation: Rights to appoint board members, used in significant investments
4. Information Rights: Special rights to company information, typically for major investors
5. Exit Rights: Mechanisms for subscriber to exit the investment, important for private companies
6. Shareholder Approval: Required when existing shareholders have pre-emptive rights
7. Foreign Ownership Compliance: Special provisions when subscriber is foreign, addressing UAE ownership restrictions
1. Share Details: Detailed description of shares being issued, including class, rights, and restrictions
2. Subscription Form: Standard form for share subscription as required by UAE law
3. Company Information: Key company details including registration, licenses, and capital structure
4. KYC Requirements: List of required documents for anti-money laundering compliance
5. Board Resolution: Copy of board resolution approving share issuance
6. Shareholders' Resolution: Copy of shareholders' resolution if required for share issuance
7. Payment Details: Bank account and payment instruction details
8. Completion Checklist: List of documents and actions required for completion
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