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Shareholder Exit Agreement
"I need a Shareholder Exit Agreement for a UAE technology company where a minority shareholder holding 15% shares is voluntarily exiting by March 2025, with payment to be made in three installments over 12 months."
1. Parties: Identification of all parties to the agreement, including the exiting shareholder(s), remaining shareholders, and the company
2. Background: Context of the agreement, including current shareholding structure and reason for exit
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Exit Process: Detailed procedure for implementing the exit, including timelines and mechanisms
5. Valuation: Method of determining the value of shares and payment terms
6. Representations and Warranties: Standard representations and warranties from all parties, including title to shares
7. Confidentiality: Obligations regarding confidential information and announcement restrictions
8. Non-Compete and Non-Solicitation: Restrictions on the exiting shareholder's future business activities
9. Tax Matters: Allocation of tax liabilities and responsibilities
10. Notices: Process for serving notices under the agreement
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. IPO Provisions: Include when there's a possibility of an IPO, covering pre-IPO restructuring and obligations
2. Tag-Along Rights: Include when other shareholders should have the right to join the exit on same terms
3. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join the exit
4. Earn-Out Provisions: Include when part of the exit payment is contingent on future performance
5. Islamic Finance Compliance: Include when the transaction needs to comply with Sharia principles
6. Employee Matters: Include when the exiting shareholder has management or employment roles
7. Intellectual Property Rights: Include when IP ownership or licensing needs to be addressed post-exit
1. Schedule 1 - Share Details: Details of shares being transferred, including class, number, and nominal value
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3 - Valuation Methodology: Detailed explanation of share valuation method and calculations
4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanisms
5. Schedule 5 - Company Information: Key company information including assets, liabilities, and material contracts
6. Appendix A - Board Resolutions: Required board resolutions approving the exit
7. Appendix B - Regulatory Approvals: List of required regulatory approvals and status
8. Appendix C - Form of Resignation Letters: Template resignation letters for exiting shareholder from official positions
Authors
Technology
Real Estate
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Construction
Hospitality
Energy
Transportation
Media and Entertainment
Education
Telecommunications
Legal
Finance
Corporate Governance
Compliance
Risk Management
Board Secretariat
Corporate Affairs
Investor Relations
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Managing Director
Board Member
Compliance Officer
Finance Director
Investment Manager
Corporate Governance Officer
Risk Manager
Business Development Director
Company Secretary
Shareholder Relations Manager
General Counsel
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