The Agreement For Sale And Purchase Of Shares is a crucial document used in UAE corporate transactions to formalize the transfer of company ownership through share sales. It is essential for both private and public company transactions, requiring careful consideration of UAE commercial laws, particularly Federal Decree-Law No. 32 of 2021. The agreement becomes necessary when shareholders wish to sell their stake in a company, during corporate restructuring, in merger and acquisition scenarios, or for strategic investment purposes. It must address specific UAE requirements regarding foreign ownership, free zone regulations if applicable, and necessary regulatory approvals. The document typically includes detailed provisions on share valuation, payment mechanisms, warranties, indemnities, and completion procedures, all structured to ensure enforceability under UAE law.
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1. Parties: Identification of the seller(s), buyer(s), and the target company, including full legal names and registration details as per UAE requirements
2. Background: Context of the transaction, description of the target company, and current shareholding structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Arabic/English language provisions
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites to completion, including regulatory approvals and third-party consents
6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, target company, and business
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Confidentiality: Obligations regarding transaction confidentiality and announcement restrictions
11. Non-Competition and Non-Solicitation: Restrictions on seller's competing activities and employee solicitation
12. Notices: Process for serving notices and other communications
13. General Provisions: Standard boilerplate clauses including entire agreement, variations, and assignments
14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
1. Tag Along and Drag Along Rights: Include when there are multiple shareholders and minority protection rights are required
2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
3. Management Provisions: Include when existing management will continue post-completion with specific arrangements
4. Transitional Services: Include when seller will provide continued services post-completion
5. Free Zone Requirements: Include specific provisions when target company is in a UAE free zone
6. Anti-Money Laundering Provisions: Include detailed AML provisions for regulated entities or high-value transactions
7. Tax Covenant: Include specific tax indemnities and provisions when tax exposure is a significant concern
8. Foreign Investment Provisions: Include when transaction involves foreign investors and specific ownership requirements
1. Details of the Target Company: Corporate information, shareholding structure, and corporate governance details
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: Full set of warranties given by the seller
5. Properties: Details of all real estate owned or leased by the target company
6. Intellectual Property: Schedule of all IP owned or licensed by the target company
7. Material Contracts: List and details of key contracts affecting the business
8. Employee Information: Details of employees, benefits, and employment terms
9. Financial Information: Key financial statements and management accounts
10. Data Room Index: Index of documents disclosed during due diligence
11. Disclosure Letter: Specific disclosures against the warranties
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Real Estate
Manufacturing
Retail
Healthcare
Energy
Transportation
Professional Services
Construction
Hospitality
Education
Media and Entertainment
Telecommunications
Industrial
E-commerce
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Business Development
Strategy
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Manager
M&A Director
Business Development Director
Finance Director
Compliance Officer
Risk Manager
Board Member
Commercial Director
Strategy Director
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