Share Subscription Agreement And Share Purchase Agreement

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

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Key Requirements PROMPT example:

"I need a Share Subscription Agreement And Share Purchase Agreement under UAE law for a technology startup, where a foreign investor will subscribe to 20% new shares and purchase 15% existing shares from current shareholders, with completion planned for March 2025."

Document background

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.

Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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) @ ��Ƶ | 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

Clauses

Relevant Industries

Financial Services

Technology

Real Estate

Healthcare

Manufacturing

Retail

Professional Services

Energy

Telecommunications

Construction

Hospitality

E-commerce

Education

Transportation & Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Compliance

Board Secretariat

Corporate Governance

Strategy

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Investment Director

Managing Director

Board Member

Finance Director

Legal Director

Compliance Officer

Investment Manager

Corporate Development Manager

M&A Director

Transaction Manager

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