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Equity Buyout Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Equity Buyout Agreement

"I need an Equity Buyout Agreement for acquiring a UAE-based technology company, with specific provisions for intellectual property rights protection and employee retention incentives, targeting completion by March 2025."

Document background
The Equity Buyout Agreement is a crucial document used in corporate transactions within the United Arab Emirates when one party seeks to acquire the equity interests of another party in a company. This agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and related regulations, making it essential for mergers, acquisitions, and corporate restructurings in the region. The document typically includes detailed provisions for purchase price determination, payment mechanisms, representations and warranties, conditions precedent, and completion procedures. It addresses specific UAE requirements such as foreign ownership restrictions, regulatory approvals, and local corporate governance standards. The agreement serves as the primary transaction document in share purchase deals, protecting both buyers' and sellers' interests while ensuring smooth transfer of ownership in accordance with UAE law.
Suggested Sections

1. Parties: Identification of the buyer, seller, and target company with full legal names and registration details as per UAE requirements

2. Background: Context of the transaction, current ownership structure, and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement, including Arabic translations of key terms where necessary

4. Sale and Purchase: Core transaction terms including details of shares being sold, purchase price, and payment structure

5. Purchase Price and Payment Terms: Detailed breakdown of consideration, payment mechanics, and any adjustments

6. Conditions Precedent: Prerequisites to closing, including regulatory approvals and third-party consents required under UAE law

7. Completion: Mechanics of closing, including timing, location, and actions required for effective transfer under UAE law

8. Seller's Warranties: Comprehensive warranties about the company, shares, and business

9. Buyer's Warranties: Warranties from the buyer, particularly regarding authority and financial capacity

10. Limitations on Liability: Scope and limitations of warranties and indemnities

11. Pre-Completion Obligations: Conduct of business requirements between signing and closing

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Announcements: Requirements for public announcements and press releases

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

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictions on seller's future activities - include when seller is an individual or strategic player

2. Employee Matters: Specific provisions regarding retention, benefits, and treatment of employees - include when significant workforce is involved

3. Intellectual Property Rights: Special provisions for IP transfer and protection - include when IP is a significant asset

4. Real Estate Matters: Specific provisions for property transfers or leases - include when real estate is material

5. Transitional Services: Post-completion support services - include when operational continuity requires seller's assistance

6. Tax Covenant: Specific tax indemnities and arrangements - include when tax exposure is significant

7. Break Fee: Compensation if deal fails - include in high-value transactions or where regulatory approval is uncertain

8. Earn-out Provisions: Future performance-based payments - include when part of purchase price is contingent on future performance

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates numbers and shareholder information

2. Warranties: Detailed warranties about the business, assets, and liabilities

3. Company Information: Corporate information including certificates, licenses, and corporate documents

4. Properties: List of real estate owned or leased by the company

5. Material Contracts: List of key commercial contracts and arrangements

6. Intellectual Property: Schedule of IP rights and registrations

7. Employees: List of key employees and their terms of employment

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Disclosure Letter: Exceptions and qualifications to warranties

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

Relevant legal definitions































































Clauses











































Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Professional Services

Energy

Telecommunications

Construction

Hospitality

E-commerce

Media and Entertainment

Education

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Treasury

Tax

Strategy

Corporate Secretariat

Business Development

Executive Leadership

Investment

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

Private Equity Manager

Mergers & Acquisitions Director

Corporate Development Manager

Financial Controller

Legal Director

Company Secretary

Risk Manager

Compliance Officer

Due Diligence Manager

Transaction Advisory Manager

Board Member

Managing Director

Investment Director

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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