Equity Repurchase Agreement Template for United Arab Emirates

An Equity Repurchase Agreement is a specialized legal instrument used in the United Arab Emirates for structuring temporary transfers of share ownership with a predetermined repurchase arrangement. This document is typically employed in situations requiring short-term financing arrangements, corporate restructuring, or strategic ownership transitions. The agreement must comply with UAE Federal Law No. 32 of 2021 and relevant securities regulations, making it suitable for both private and public companies. It includes detailed provisions for share valuation, transfer mechanics, interim rights and obligations, and completion requirements. The document is particularly relevant in the UAE market where such arrangements need to consider local ownership requirements, foreign ownership restrictions, and potential Sharia compliance considerations.

1. Parties: Identification of the seller and purchaser, including full legal names and registration details as required under UAE law

2. Background: Context of the transaction, including details of the original share ownership and reason for the repurchase arrangement

3. Definitions and Interpretation: Definitions of key terms used in the agreement and interpretation rules

4. Sale and Repurchase Obligation: Core transaction terms including initial sale and repurchase commitment

5. Purchase Price and Payment Terms: Details of both initial purchase price and repurchase price, payment mechanics

6. Completion Requirements: Steps required for both initial sale and repurchase completion

7. Representations and Warranties: Standard and transaction-specific warranties from both parties

8. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

9. Covenants: Ongoing obligations of the parties during the repurchase period

10. Events of Default: Circumstances constituting default and consequences

11. Termination: Circumstances allowing termination and consequences

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

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including severability, whole agreement, amendments