¶¶Òõ¶ÌÊÓƵ

All Countries
Share And Asset Purchase Agreement

Share And Asset Purchase Agreement Template for United Arab Emirates

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Share And Asset Purchase Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Share And Asset Purchase Agreement

"I need a Share and Asset Purchase Agreement under UAE law for the acquisition of a technology company, including specific provisions for intellectual property rights transfer and data protection compliance, with completion targeted for March 2025."

Celebrated by
Collaborations with
Investors
Document background
The Share And Asset Purchase Agreement (SAPA) is a sophisticated transaction document used in the UAE when a buyer wishes to acquire both shares in a company and specific assets in a single transaction. This type of agreement is particularly relevant when the transaction structure requires both a transfer of ownership at the corporate level and the acquisition of specific assets that may be held by the target company or related entities. The document must comply with UAE Federal Law No. 32 of 2021 (Companies Law) and other relevant UAE regulations governing commercial transactions. It typically includes detailed provisions about the transfer process, warranties, indemnities, conditions precedent, and completion mechanics. The SAPA is commonly used in corporate restructurings, strategic acquisitions, and business consolidations where a clean transfer of both corporate ownership and specific assets is required under UAE law.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s) and the target company

2. Background: Context of the transaction and brief description of the business being sold

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

4. Sale and Purchase: Core transaction terms including what is being sold (shares and assets) and the purchase price

5. Purchase Price and Payment: Detailed breakdown of consideration, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the shares, assets, and business

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Matters: Tax-related warranties, indemnities, and allocations of responsibility

12. Restrictive Covenants: Non-compete and non-solicitation provisions

13. Confidentiality: Provisions regarding confidential information and announcements

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Intellectual Property: Specific provisions for IP transfer and protection, used when significant IP assets are involved

2. Real Estate: Specific provisions for transfer of property assets, used when real estate forms part of the transaction

3. Employee Matters: Provisions regarding transfer of employees, used when employees are being transferred

4. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks

5. Data Protection: Provisions regarding transfer of personal data, used when significant customer/employee data is involved

6. Bank Guarantees: Details of any bank guarantees, used when payment security is required

7. Earn-out Provisions: Structure of earn-out payments, used when part of purchase price is contingent on future performance

8. Break Fee: Break fee provisions, used in higher-value transactions or competitive situations

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries

2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

3. Assets Schedule: Comprehensive list of assets being transferred

4. Excluded Assets: List of assets specifically excluded from the transfer

5. Properties: Details of all real estate assets involved in the transaction

6. Intellectual Property Rights: List of all IP rights being transferred

7. Material Contracts: List of key contracts being transferred

8. Employee Information: Details of transferring employees and their terms

9. Warranties: Detailed warranties given by the seller

10. Disclosure Letter: Seller's disclosures against the warranties

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

12. Form of Transfer Documents: Pro-forma transfer instruments and other completion documents

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
Relevant legal definitions































































Clauses















































Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Financial Services

Energy

Construction

Hospitality

Transportation

Professional Services

Media and Entertainment

Telecommunications

Education

Industrial

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Risk & Compliance

Tax

Operations

Strategy

Business Development

Due Diligence

Integration

Corporate Secretariat

Treasury

Accounting

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Head of Mergers & Acquisitions

Finance Director

Commercial Director

Risk Manager

Compliance Officer

Business Development Director

Investment Manager

Transaction Manager

Due Diligence Manager

Integration 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

Find the exact document you need

Share Purchase Agreement Between Two Individuals

UAE-governed agreement for the sale and purchase of shares between two individuals, including transfer terms and regulatory compliance requirements.

find out more

Share Purchase Agreement Between Shareholders

A UAE law-governed agreement for the transfer of company shares between existing shareholders, detailing sale terms and ensuring regulatory compliance.

find out more

Share Purchase And Transfer Agreement

UAE-governed agreement for the sale and transfer of shares between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Restaurant Asset Purchase Agreement

UAE-governed agreement for the purchase and sale of restaurant assets, including equipment, inventory, and associated rights and licenses.

find out more

Asset Sale Agreement

UAE-governed agreement for the sale and transfer of assets between parties, detailing terms, conditions, and regulatory compliance requirements.

find out more

Letter Of Intent Share Purchase Agreement

A preliminary agreement under UAE law outlining the proposed terms for a share acquisition, setting the framework for due diligence and final negotiations.

find out more

Software Asset Purchase Agreement

UAE-governed agreement for the purchase and transfer of software assets, ensuring compliant ownership transfer and intellectual property rights protection.

find out more

Share And Asset Purchase Agreement

UAE-governed agreement for the combined purchase of shares and assets in a business acquisition transaction, compliant with UAE Federal Laws.

find out more

Member Interest Purchase Agreement

UAE-governed agreement for the sale and purchase of membership interests in a UAE company, detailing transfer terms and regulatory compliance requirements.

find out more

Intellectual Property Asset Purchase Agreement

UAE-governed agreement for the transfer of intellectual property assets, including comprehensive transfer terms and compliance with UAE federal IP laws.

find out more

Forward Share Purchase Agreement

A UAE law-governed agreement for the future purchase of shares, specifying terms, conditions, and regulatory compliance requirements under UAE commercial law.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.