Shares Sale And Purchase Agreement

Shares Sale And Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

"I need a Shares Sale and Purchase Agreement governed by UAE law for the sale of 60% shareholding in a Dubai-based technology company, with specific provisions for earnout payments and employee retention bonuses."

Document background

The Shares Sale And Purchase Agreement is a vital legal document used in the UAE for transferring ownership of company shares from one party to another. It is essential for mergers, acquisitions, and corporate restructuring, requiring careful consideration of UAE Commercial Companies Law, foreign ownership restrictions, and relevant free zone regulations where applicable. The agreement typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, conditions precedent, and completion requirements. It must be structured to comply with UAE legal requirements while protecting both parties' interests and ensuring a smooth transition of ownership. This document is particularly important given the UAE's complex regulatory environment and the need to address specific local law considerations in share transfer transactions.

Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s) and any other parties to the agreement

2. Background: Context of the transaction, including brief description of the Company and purpose of the agreement

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

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

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

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

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

8. Seller Warranties: Representations and warranties given by the Seller regarding the shares and the Company

9. Purchaser Warranties: Basic warranties given by the Purchaser, including capacity to enter into the agreement

10. Limitations on Liability: Limitations on Seller's liability under the warranties and general claims

11. Confidentiality: Obligations regarding confidential information and announcements

12. Further Assurance: Obligation to take further actions necessary to give effect to the agreement

13. Notices: Process and requirements for serving notices under the agreement

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions including entire agreement, variations, etc.

Optional Sections

1. Price Adjustment: Mechanisms for adjusting the purchase price post-completion, used when price depends on completion accounts or earnout provisions

2. Tax Covenant: Specific tax indemnities and allocations of tax liabilities, used when tax exposures are a significant concern

3. Non-Competition: Restrictions on Seller's competing activities, used when Seller could compete with the Company

4. Transitional Services: Arrangements for Seller to provide services post-completion, used when Company relies on Seller's infrastructure

5. Employee Matters: Specific provisions regarding employees and benefits, used when employment issues are material

6. Intellectual Property: Special provisions for IP transfers or licenses, used when IP is a key asset

7. Related Party Contracts: Treatment of contracts between Company and Seller group, used when such arrangements exist

8. Break Fee: Provisions for payment if transaction fails, used in higher-value transactions

Suggested Schedules

1. Details of the Company: Corporate information including share capital, directors, and subsidiaries

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

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

4. Warranties: Full set of Seller's warranties about the Company and its business

5. Properties: Details of all real estate owned or leased by the Company

6. Intellectual Property Rights: List of all IP owned or licensed by the Company

7. Material Contracts: List and details of key commercial contracts

8. Employee Information: Details of employees, benefits, and employment agreements

9. Tax Affairs: Details of tax positions, disputes, and special arrangements

10. Disclosed Documents: List of documents disclosed against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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

Financial Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Energy

Transportation

Professional Services

Telecommunications

Construction

Education

Hospitality

Media and Entertainment

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Business Development

Executive Leadership

Corporate Secretariat

Treasury

Tax

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Managing Director

Investment Director

Mergers & Acquisitions Manager

Business Development Director

Finance Manager

Compliance Officer

Due Diligence Manager

Risk Manager

Transaction Advisory Manager

Board Member

Company Director

General Counsel

Corporate Development Manager

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Authors

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