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Restricted Share Purchase Agreement

Restricted Share Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement for our UAE-based technology company to sell 15% restricted shares to a strategic investor, with a 3-year lock-up period and tag-along rights for existing shareholders."

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Document background
The Restricted Share Purchase Agreement is a specialized legal document used in the UAE for transactions involving shares that carry specific transfer restrictions or limitations. This agreement is particularly relevant when companies wish to implement employee share schemes, maintain control over share ownership, or comply with UAE foreign ownership restrictions. The document is structured to comply with UAE Companies Law (Federal Law No. 32 of 2021) and related regulations, incorporating necessary provisions for share transfer mechanics, regulatory approvals, and specific restrictions on future transfers. It is commonly used in private companies, family businesses, and companies with employee share ownership programs, providing a comprehensive framework for the transfer of restricted shares while ensuring compliance with local laws and protecting the interests of all parties involved.
Suggested Sections

1. Parties: Identification of the seller, purchaser, and company whose shares are being sold

2. Background: Context of the transaction, including company details and reason for the share transfer

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Prerequisites that must be satisfied before completion

6. Completion: Timing, location, and mechanics of the transfer process

7. Transfer Restrictions: Details of restrictions on future transfers, including lock-up period and transfer procedures

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Covenants: Ongoing obligations of the parties, including non-compete and confidentiality

10. Share Rights: Specific rights attached to the shares, including voting and dividend rights

11. Tag-Along and Drag-Along Rights: Mechanisms for future share transfers involving multiple shareholders

12. Termination: Circumstances under which the agreement can be terminated

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

14. Notices: Process for formal communications between parties

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

Optional Sections

1. Management Rights: Used when the purchaser is to receive specific management or board representation rights

2. Employee Matters: Required when the share purchase involves employee shareholders or affects employment terms

3. Information Rights: Include when purchaser is to receive specific information access rights

4. Pre-emptive Rights: Optional rights for existing shareholders to participate in future share issues

5. UAE Compliance Provisions: Additional provisions for compliance with specific UAE regulations, particularly relevant for foreign investors

6. Tax Provisions: Specific tax-related provisions if the transaction has significant tax implications

7. Share Vesting Provisions: Include when shares are subject to vesting schedule, typically for employee share schemes

Suggested Schedules

1. Share Details: Details of the shares being transferred, including class, rights, and current ownership

2. Conditions Precedent: Detailed list of all conditions that must be satisfied before completion

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

4. Warranties: Comprehensive list of warranties given by the seller

5. Company Information: Key details about the company, including corporate structure and financial information

6. Transfer Restrictions: Detailed mechanics of transfer restrictions and procedures

7. Shareholders' Rights: Detailed description of rights attached to different share classes

8. Form of Share Transfer Instrument: Template for the formal share transfer documentation

9. Required Regulatory Approvals: List of necessary UAE regulatory approvals and requirements

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

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Professional Services

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Transportation and Logistics

Education

Construction

Hospitality

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Human Resources

Compliance

Corporate Affairs

Treasury

Board Secretariat

Investment

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Legal Director

Head of Corporate Affairs

Investment Manager

HR Director

Compliance Officer

Financial Controller

Board Director

Managing Director

Corporate Governance Officer

Treasury Manager

Company Secretary

Shareholder Relations 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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