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Share Issue Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Issue Agreement

"I need a Share Issue Agreement for my UAE-based technology company to issue 10,000 new Class A shares to a foreign institutional investor, with specific anti-dilution provisions and board representation rights."

Document background
The Share Issue Agreement is a crucial document used in the UAE when a company seeks to increase its share capital by issuing new shares to existing or new shareholders. This agreement is particularly important in the UAE context due to specific regulatory requirements under Federal Law No. 32 of 2021 and related regulations. The document is essential for both private and public companies, detailing the terms of share issuance, subscription price, payment mechanisms, and completion requirements. It must account for UAE-specific considerations such as foreign ownership restrictions, local corporate governance requirements, and necessary regulatory approvals. The agreement typically includes comprehensive warranties and representations to protect both the issuing company and subscribers, while ensuring compliance with UAE securities laws and capital market regulations where applicable.
Suggested Sections

1. Parties: Identification of the Company issuing shares and the Subscriber(s)

2. Background: Context of the share issue, including company information and purpose of the issuance

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

4. Share Subscription: Details of shares being issued, including class, number, and price

5. Consideration: Payment terms and method for the shares

6. Conditions Precedent: Conditions that must be satisfied before share issuance

7. Completion: Process and requirements for completing the share issue

8. Company's Warranties and Representations: Company's confirmations regarding its status, authority, and share issuance

9. Subscriber's Warranties and Representations: Subscriber's confirmations regarding capacity and authority

10. Regulatory Compliance: Compliance with UAE laws and regulations

11. Confidentiality: Provisions regarding confidential information

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

Optional Sections

1. Anti-dilution Rights: Protection against dilution of shareholding, used when specifically negotiated

2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares, relevant for minority investors

3. Pre-emptive Rights: Rights of existing shareholders in future share issues, if agreed

4. Share Transfer Restrictions: Additional restrictions on transfer of shares, if required

5. Board Representation: Rights to board seats, if part of the agreement

6. Dividend Rights: Special dividend rights attached to new shares, if applicable

7. Foreign Ownership Compliance: Additional provisions for foreign subscribers, when relevant

8. Exit Rights: Provisions regarding future exit opportunities, if negotiated

Suggested Schedules

1. Share Capital Structure: Details of existing and post-issuance share capital structure

2. Subscription Details: Detailed breakdown of shares being subscribed

3. Conditions Precedent Checklist: List of all conditions to be satisfied before completion

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

5. Form of Board Resolution: Template board resolution approving share issuance

6. Form of Shareholders' Resolution: Template shareholders' resolution approving share issuance

7. Share Certificate Template: Form of share certificate to be issued

8. Regulatory Approvals: List of required regulatory approvals and status

9. Company Documents: Copies of relevant company constitutional documents

Authors

Alex Denne

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

Relevant legal definitions



































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Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Healthcare

Retail

Professional Services

Energy

Construction

Telecommunications

Hospitality

E-commerce

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Governance

Investment

Business Development

Executive Management

Board of Directors

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Investment Manager

Corporate Governance Officer

Compliance Officer

Board Director

Managing Director

Shareholder Relations Manager

Business Development Director

Corporate Services 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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