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Share Sale Deed
"I need a Share Sale Deed under UAE law for the sale of 60% shareholding in a Dubai mainland technology company to a foreign corporate buyer, with completion scheduled for March 2025 and including specific warranties about intellectual property rights."
1. Parties: Details of the Seller and Purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, details of the Company whose shares are being sold, and current ownership structure
3. Definitions and Interpretation: Key terms used throughout the deed and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and where completion will take place and what actions must occur
6. Seller's Warranties: Fundamental warranties about share ownership, authority to sell, and company status
7. Tax Matters: Provisions relating to tax liabilities and indemnities
8. Confidentiality: Obligations regarding transaction confidentiality and announcements
9. Notices: Process and details for serving notices under the deed
10. Governing Law and Jurisdiction: Confirmation of UAE law governance and jurisdiction for disputes
1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Purchase Price Adjustment: Include when the final price may be adjusted based on completion accounts or other mechanisms
3. Non-Competition: Required when restricting seller's future business activities is necessary
4. Business Warranties: Detailed warranties about the business when selling a significant shareholding
5. Security Provisions: Include when part of the purchase price is deferred or subject to escrow
6. Tag-Along/Drag-Along Rights: Required for partial share sales where ongoing shareholder relationships need regulation
1. Details of the Company: Complete corporate information including registration details, directors, and share capital structure
2. Completion Requirements: Detailed list of documents and actions required at completion
3. Form of Transfer Instrument: Template share transfer form complying with UAE requirements
4. Warranties: Detailed warranties schedule when extensive warranties are given
5. Disclosed Documents: List of documents disclosed against the warranties
6. Board Resolution: Pro-forma board resolutions approving the share transfer
7. Regulatory Approvals: Copies of required governmental or regulatory approvals
8. Updated Constitutional Documents: Amended memorandum and articles reflecting the new ownership structure
Authors
Financial Services
Real Estate
Technology
Manufacturing
Trading
Professional Services
Healthcare
Education
Retail
Construction
Hospitality
Energy
Transportation
Media and Entertainment
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Investment
Business Development
Executive Leadership
Corporate Affairs
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Legal Director
Corporate Secretary
Compliance Officer
General Counsel
Investment Manager
Business Development Director
Managing Director
Board Member
Corporate Lawyer
Finance Manager
M&A Director
Investment Banker
Company Secretary
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