The Subscription And Shareholders Agreement is a crucial document used when a company is seeking new investment while simultaneously establishing or updating its governance framework. It serves two primary purposes: facilitating the subscription of shares by new investors and setting out the ongoing relationships between all shareholders. This document is particularly important in the UAE context, where it must comply with Federal Law No. 32 of 2021 and other relevant regulations. It typically includes detailed provisions on share subscription, payment terms, warranties, shareholder rights and obligations, management structure, share transfer restrictions, and exit mechanisms. The agreement is commonly used in private company investments, joint ventures, and corporate restructuring situations, providing a comprehensive framework that protects both existing and new shareholders while ensuring proper corporate governance.
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1. Parties: Identification of all parties including the Company, existing shareholders, and new subscribers
2. Background: Context of the transaction, current company structure, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Subscription for Shares: Details of share subscription, including number, class, and price of shares
5. Completion: Conditions precedent, completion obligations, and timing of the subscription
6. Payment Terms: Terms and methods of payment for subscribed shares
7. Warranties and Representations: Warranties given by the company, existing shareholders, and subscribers
8. Management and Operation: Company management structure, board composition, and decision-making processes
9. Shareholder Rights and Obligations: Fundamental rights and obligations of shareholders
10. Transfer of Shares: Restrictions on share transfers and pre-emptive rights
11. Reserved Matters: Decisions requiring special majority or unanimous approval
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and termination provisions
14. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Included when majority shareholders may need to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Added when investors require protection against future down-rounds
4. Dividend Policy: Included when specific dividend distribution rules need to be established
5. Dead-Lock Resolution: Required for 50-50 joint ventures or where specific deadlock resolution mechanisms are needed
6. Non-Compete and Non-Solicitation: Added when restrictions on shareholders' competitive activities are required
7. Intellectual Property Rights: Important when the company's IP is significant to its business
8. Exit Strategy: Included when parties want to define specific exit mechanisms or IPO provisions
1. Schedule 1 - Company Information: Details of the company including registration, directors, and existing share capital
2. Schedule 2 - Subscription Details: Detailed breakdown of share subscription including price, payment terms, and share classes
3. Schedule 3 - Warranties: Comprehensive list of warranties given by various parties
4. Schedule 4 - Reserved Matters: Detailed list of matters requiring special approval
5. Schedule 5 - Deed of Adherence: Form for new shareholders to accede to the agreement
6. Schedule 6 - Business Plan: Initial business plan and financial projections
7. Schedule 7 - Articles of Association: Company's articles of association or amendments thereto
8. Schedule 8 - Completion Requirements: Detailed list of completion deliverables and requirements
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