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Amended And Restated Shareholders Agreement

Amended And Restated Shareholders Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Amended And Restated Shareholders Agreement

"I need an Amended and Restated Shareholders Agreement for our UAE-based technology company to accommodate a new venture capital investor acquiring 25% stake, with updated board composition and veto rights, expected to be completed by March 2025."

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Document background
The Amended And Restated Shareholders Agreement is utilized when significant changes to an existing shareholders agreement are required, typically due to new shareholders joining, ownership restructuring, or substantial modifications to governance arrangements. This document, governed by UAE law, completely replaces the previous shareholders agreement while preserving certain original terms and incorporating new provisions. It's particularly relevant for UAE companies experiencing growth, ownership transitions, or requiring updated governance structures to reflect current business realities. The agreement must comply with UAE Commercial Companies Law and may need to address specific requirements for mainland UAE companies or free zone entities. It typically includes comprehensive provisions for share transfers, corporate governance, shareholder rights and obligations, dividend policies, and dispute resolution mechanisms tailored to the UAE legal environment.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the original agreement and reasons for amendment and restatement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Amendment and Restatement: Clause confirming this agreement amends and restates previous agreements

5. Share Capital and Shareholding Structure: Details of share capital, classes of shares, and current shareholding

6. Corporate Governance: Board composition, appointment rights, and decision-making processes

7. Shareholders Meetings: Procedures for conducting shareholders meetings and voting rights

8. Reserved Matters: Decisions requiring special majority or unanimous approval

9. Share Transfer Restrictions: Limitations and procedures for transferring shares

10. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership

11. Business Plan and Funding: Agreement on business direction and additional funding obligations

12. Dividend Policy: Rules governing dividend declarations and distributions

13. Confidentiality: Obligations regarding confidential information

14. Non-Competition and Non-Solicitation: Restrictions on competitive activities

15. Term and Termination: Duration of agreement and termination provisions

16. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes

Optional Sections

1. Tag-Along Rights: Include when protecting minority shareholders' right to join in sale of shares

2. Drag-Along Rights: Include when majority shareholders need power to force minority participation in sale

3. Anti-Dilution Protection: Include when protecting against dilution from new share issuances

4. IPO Rights: Include when contemplating future public offering

5. Shareholder Loans: Include when shareholders provide loans to the company

6. Islamic Finance Compliance: Include when agreement needs to comply with Shariah principles

7. Free Zone Specific Provisions: Include when company operates in UAE free zones

8. Management Rights: Include when specific shareholders have management appointment rights

9. Dead-Lock Resolution: Include when equal shareholding exists between parties

Suggested Schedules

1. Schedule 1 - Details of the Company: Corporate information, registration details, and current directors

2. Schedule 2 - Initial Shareholding Structure: Detailed breakdown of shareholding percentages and share classes

3. Schedule 3 - Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Schedule 4 - Business Plan: Initial or current business plan and financial projections

5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement

6. Schedule 6 - Tag and Drag Along Procedures: Detailed procedures for implementing tag and drag along rights

7. Schedule 7 - Valuation Methodology: Agreed method for valuing shares in transfer scenarios

8. Schedule 8 - Original Agreement: Copy of the original shareholders agreement being amended

9. Schedule 9 - Amendments Summary: Summary of key changes from original agreement

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions


































































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Relevant Industries

Financial Services

Real Estate

Technology

Healthcare

Manufacturing

Retail

Hospitality

Energy

Construction

Professional Services

Transportation

Telecommunications

Media and Entertainment

Education

Trading and Distribution

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Finance

Compliance

Corporate Affairs

Investment

Risk Management

Strategy

Business Development

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Managing Director

Board Director

Legal Director

Investment Manager

Compliance Officer

Corporate Governance Officer

Shareholder Relations Manager

Business Development Director

Strategy Director

Company Secretary

Risk Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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