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Share Purchase Agreement And Shareholders Agreement

Share Purchase Agreement And Shareholders Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Purchase Agreement And Shareholders Agreement

"I need a Share Purchase Agreement And Shareholders Agreement for the acquisition of a 60% stake in a UAE-based technology company, where two foreign investors will purchase shares from existing shareholders and establish ongoing governance arrangements with the remaining local shareholder who will retain 40%."

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Document background
The Share Purchase Agreement And Shareholders Agreement is a crucial document used in UAE corporate transactions where parties wish to combine the sale of shares with establishing a framework for future cooperation. This integrated approach is particularly relevant in the UAE business environment, where foreign ownership considerations and local commercial laws require careful structuring. The document serves multiple purposes: it facilitates the transfer of ownership, establishes clear governance mechanisms, protects minority shareholders, and ensures compliance with UAE regulations including the Commercial Companies Law (Federal Law No. 32 of 2021). It's commonly used in joint ventures, private equity investments, family business restructuring, and strategic corporate acquisitions. The agreement must account for specific UAE requirements regarding foreign ownership limits, local agent requirements (if applicable), and proper corporate approvals.
Suggested Sections

1. Parties: Identification of all parties including Seller(s), Purchaser(s), and the Company

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

3. Definitions and Interpretation: Key terms, construction rules, and interpretation principles

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

5. Conditions Precedent: Prerequisites for completion including regulatory approvals and third-party consents

6. Completion: Mechanics of closing, timing, deliverables, and payment procedures

7. Warranties and Representations: Seller's and Purchaser's warranties, including company status, share ownership, and capacity

8. Pre-Completion Obligations: Conduct of business between signing and completion

9. Board Composition and Management: Structure of board, appointment rights, and management principles

10. Shareholder Rights and Obligations: Voting rights, reserved matters, and general obligations of shareholders

11. Share Transfer Restrictions: Limitations on transfer, pre-emptive rights, and tag-along/drag-along rights

12. Dividend Policy: Framework for distribution of profits and dividend declarations

13. Deadlock Resolution: Mechanisms to resolve fundamental disagreements between shareholders

14. Confidentiality: Protection of confidential information and trade secrets

15. Term and Termination: Duration, termination events, and consequences of termination

16. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms

Optional Sections

1. Anti-dilution Protection: Used when protecting minority shareholders from future share issuances

2. Put and Call Options: Include when parties want specific exit mechanisms

3. Non-Compete and Non-Solicitation: Required when protecting company from competition by selling shareholders

4. Intellectual Property Rights: Important when company's IP is a significant asset

5. Employee Matters: Include when key employees are crucial to the business

6. Islamic Finance Compliance: Required when transaction needs to be Shariah-compliant

7. Tax Indemnities: Important with introduction of UAE corporate tax or cross-border elements

8. Environmental Matters: Relevant for industries with environmental impacts or risks

Suggested Schedules

1. Share Capital and Shareholding Structure: Details of current and post-completion share ownership

2. Warranties: Detailed list of warranties given by the Seller

3. Company Information: Key details about the Company including corporate information and licenses

4. Properties and Assets: List of material assets and properties owned by the Company

5. Material Contracts: Summary of key commercial contracts

6. Intellectual Property: Schedule of IP rights owned or licensed by the Company

7. Employee Information: Details of key employees and their terms of employment

8. Reserved Matters: List of decisions requiring special approval

9. Completion Deliverables: Documents and actions required at completion

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

11. Form of Board Resolutions: Template board resolutions for completion

12. 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

alex.den.21@genieai.co
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Relevant Industries

Technology

Real Estate

Healthcare

Retail

Manufacturing

Financial Services

Professional Services

Energy

Construction

Hospitality

Education

E-commerce

Logistics

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Corporate Governance

Business Development

Strategy

Mergers & Acquisitions

Investment

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

General Counsel

Investment Director

Managing Director

Board Member

Compliance Officer

Finance Manager

Business Development Director

Corporate Governance Officer

Risk Manager

Strategy Director

M&A Director

Private Equity 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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