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Assignment Of Shares Agreement
"I need an Assignment of Shares Agreement for transferring 40% of shares in my UAE mainland trading company to an individual buyer, with completion scheduled for March 15, 2025, and payment to be made in two installments."
1. Parties: Identification of the Assignor (current shareholder), Assignee (new shareholder), and the Company whose shares are being transferred
2. Background: Context of the share transfer, including current ownership structure and reason for transfer
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Agreement to Transfer: Core provision detailing the agreement to transfer the shares from Assignor to Assignee
5. Consideration: Details of the payment or other consideration for the share transfer
6. Completion: Timing and mechanics of the transfer completion, including conditions precedent
7. Assignor's Warranties: Warranties given by the Assignor regarding ownership, authority to transfer, and status of shares
8. Regulatory Compliance: Provisions ensuring compliance with UAE laws and regulations regarding share transfers
9. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the transfer
10. Notices: Process and requirements for serving notices under the agreement
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Pre-Completion Obligations: Used when specific actions must be taken before completion of the transfer
2. Regulatory Approvals: Required when the transfer needs specific regulatory approvals (e.g., from Economic Department or Free Zone Authority)
3. Security Interest Provisions: Included when the shares are subject to any existing security interests or new security arrangements
4. Non-Competition and Non-Solicitation: Added when the Assignor needs to be restricted from competing or soliciting business post-transfer
5. Deferred Payment Terms: Required when the consideration is not paid in full at completion
6. Tax Provisions: Included when specific tax implications need to be addressed
7. Company Warranties: Added when the Company itself provides warranties about its status and operations
8. Confidentiality: Required when specific confidentiality obligations need to be imposed beyond completion
1. Share Details: Details of the shares being transferred including class, number, and distinctive numbers if applicable
2. Consideration Details: Breakdown of consideration and payment terms if complex
3. Completion Requirements: Checklist of documents and actions required for completion
4. Form of Transfer Instrument: Standard form share transfer instrument required by UAE authorities
5. Corporate Documents: Copies of relevant corporate approvals and resolutions
6. Regulatory Forms: Required regulatory forms for submission to relevant authorities
7. Existing Encumbrances: List of any existing encumbrances or restrictions on the shares
8. Warranties: Detailed list of warranties if extensive
Authors
Assignee
Assignor
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Consideration
Encumbrance
Economic Department
Free Zone Authority
Governing Law
Governmental Authority
Long Stop Date
Notary Public
Parties
Purchase Price
Regulatory Approvals
Related Parties
Relevant Authority
Sale Shares
Share Capital
Shareholders Agreement
Signing Date
Tax
Transfer Instrument
UAE
UAE Commercial Companies Law
Warranties
Working Hours
Definitions
Share Transfer
Consideration
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Further Assurance
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Severability
Entire Agreement
Variation
Waiver
Costs
Notices
Third Party Rights
Force Majeure
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Professional Services
Real Estate
Technology
Manufacturing
Retail
Healthcare
Energy
Transportation
Construction
Hospitality
Education
Trading
Consulting
Legal
Finance
Compliance
Corporate Secretarial
Board of Directors
Executive Management
Corporate Governance
Investment
Due Diligence
Mergers and Acquisitions
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Secretary
Compliance Officer
Investment Manager
Finance Director
Business Development Manager
Corporate Governance Officer
Board Member
Shareholder Relations Manager
Transaction Manager
Due Diligence Officer
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