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Simple Merger Agreement
"I need a Simple Merger Agreement for combining two UAE-based technology companies, where my company will acquire a smaller software development firm, with completion planned for March 2025; the agreement should include specific provisions for intellectual property transfer and employee retention."
1. Parties: Identification of the merging entities and their legal status under UAE law
2. Background: Context of the merger and brief description of the companies involved
3. Definitions: Key terms used throughout the agreement, including UAE-specific legal terminology
4. The Merger: Core transaction structure, merger mechanism, and resulting entity details
5. Consideration: Details of the merger consideration, including share exchange ratios or payment terms
6. Conditions Precedent: Required approvals, including regulatory clearances under UAE law
7. Pre-Completion Obligations: Conduct of business requirements before closing, including compliance with UAE regulations
8. Completion: Closing mechanics and requirements under UAE law
9. Post-Completion Obligations: Integration requirements and post-merger compliance obligations
10. Representations and Warranties: Standard and UAE-specific warranties from both parties
11. Indemnification: Compensation mechanisms for breach of agreement terms
12. Termination: Circumstances allowing agreement termination and consequences
13. Governing Law and Jurisdiction: Confirmation of UAE law governance and dispute resolution mechanism
14. General Provisions: Standard boilerplate clauses adapted to UAE legal requirements
1. Employee Matters: Detailed provisions for employee transfers and protection (required if significant workforce is involved)
2. Tax Matters: Specific tax structuring and obligations (important for cross-emirate or international mergers)
3. Intellectual Property: IP transfer and protection provisions (needed if significant IP assets are involved)
4. Competition Compliance: Detailed competition law compliance provisions (required for larger mergers requiring UAE competition clearance)
5. Foreign Investment Provisions: Special provisions for foreign ownership and compliance (needed for cross-border mergers)
6. Shareholder Approval Process: Detailed shareholder approval requirements (needed for public companies or complex ownership structures)
7. Islamic Finance Compliance: Provisions ensuring Shariah compliance (if required by parties or financing structure)
1. Schedule 1 - Merger Plan: Detailed plan of merger as required by UAE Commercial Companies Law
2. Schedule 2 - Company Information: Detailed corporate information of merging entities
3. Schedule 3 - Assets and Liabilities: Comprehensive list of assets and liabilities being transferred
4. Schedule 4 - Required Consents: List of regulatory and third-party consents required
5. Schedule 5 - Employee Information: Details of transferring employees and employment terms
6. Schedule 6 - Completion Requirements: Detailed closing checklist and requirements
7. Schedule 7 - Warranties: Detailed warranties and disclosures
8. Schedule 8 - Property Schedule: Details of real estate and property rights involved in the merger
9. Appendix A - Form of Transfer Instruments: Template documents for asset transfers
10. Appendix B - Corporate Resolutions: Required board and shareholder resolutions
Authors
Financial Services
Real Estate
Technology
Manufacturing
Healthcare
Retail
Hospitality
Energy
Transportation
Professional Services
Construction
Trading
Media and Entertainment
Telecommunications
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Human Resources
Strategy
Operations
Board Secretariat
Corporate Communications
Information Technology
Internal Audit
Treasury
Investor Relations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Operating Officer
General Counsel
Corporate Secretary
Head of Mergers & Acquisitions
Finance Director
Legal Director
Compliance Officer
Risk Manager
Board Director
Managing Director
Integration Manager
Human Resources Director
Strategy Director
Investment Manager
Corporate Development Manager
Due Diligence Manager
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