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Business Shares Agreement
"I need a Business Shares Agreement for the sale of 30% shares in a Dubai-based technology company from a UAE national to a German corporate investor, with completion scheduled for March 2025 and including tag-along rights for minority shareholders."
1. Parties: Identification of all parties involved in the share transfer, including full legal names and addresses
2. Background: Recitals explaining the context of the agreement and the company's current structure
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Details of the shares being transferred, including number, class, and purchase price
5. Consideration and Payment Terms: Payment structure, timing, and method of payment for the shares
6. Conditions Precedent: Prerequisites that must be satisfied before the share transfer can complete
7. Completion: Process and requirements for completing the share transfer, including timing and location
8. Seller's Warranties: Warranties given by the seller regarding the shares and the company
9. Buyer's Warranties: Warranties given by the buyer, including capacity to purchase and compliance with laws
10. Post-Completion Obligations: Actions required after completion, including registration with relevant authorities
11. Confidentiality: Obligations regarding confidential information and announcements
12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in a sale of shares by majority shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale
3. Non-Competition: Restrictions on seller's future business activities, if applicable
4. Management Rights: Special provisions regarding management participation if relevant to the transaction
5. Earn-Out Provisions: Structure for additional payments based on future performance, if part of the deal
6. Employee Matters: Provisions dealing with key employees or employee shareholders
7. Islamic Finance Compliance: Additional provisions ensuring compliance with Sharia law if required
1. Schedule 1 - Share Details: Detailed description of the shares being transferred, including share certificates numbers and class rights
2. Schedule 2 - Company Information: Key details about the company, including corporate structure and financial information
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Company Assets: List of key company assets and their status
6. Appendix A - Board Resolutions: Required board resolutions approving the share transfer
7. Appendix B - Regulatory Approvals: Copies of required regulatory approvals or applications
8. Appendix C - Share Certificates: Copies of relevant share certificates and transfer forms
Authors
Articles of Association
Board
Business Day
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Event of Default
Governmental Authority
Group
Liabilities
Long Stop Date
Material Adverse Change
MOA
Parties
Purchase Price
Regulatory Approvals
Sale Shares
Securities
Seller's Warranties
SCA
Shareholders
Shares
Subsidiary
Tax
Third Party Rights
Transfer
UAE
UAE Commercial Companies Law
Warranties
Economic Department
Foreign Ownership Restrictions
Local Sponsor
Ministry of Economy
Notary Public
Share Certificate
Share Transfer Form
Constitutional Documents
Directors' Resolution
Disclosure Letter
Due Diligence
Escrow Account
Governing Law
Material Contracts
Permitted Transferee
Register of Members
Related Party
Reserved Matters
Signing Date
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnification
Representations
Confidentiality
Non-Competition
Non-Solicitation
Foreign Ownership Compliance
Regulatory Compliance
Local Sponsorship
Share Transfer Mechanics
Board Approval
Shareholder Approval
Tag-Along Rights
Drag-Along Rights
Right of First Refusal
Pre-emptive Rights
Share Certificates
Share Registration
Due Diligence
Disclosure
Material Adverse Change
Force Majeure
Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Further Assurance
Counterparts
Third Party Rights
Time of Essence
Announcements
Financial Services
Real Estate
Technology
Manufacturing
Retail
Professional Services
Healthcare
Construction
Hospitality
Energy
Trading
Logistics
Media and Entertainment
Legal
Finance
Compliance
Corporate Secretariat
Risk Management
Executive Leadership
Mergers and Acquisitions
Corporate Governance
Investor Relations
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Managing Director
Finance Director
Compliance Officer
Business Development Manager
Investment Manager
Corporate Lawyer
Due Diligence Officer
Risk Manager
Board Member
Shareholder Relations Manager
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