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Forward Share Purchase Agreement

Forward Share Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Forward Share Purchase Agreement

"I need a Forward Share Purchase Agreement for the acquisition of 30% shares in a UAE-based technology company, with completion scheduled for March 2025, including specific provisions for regulatory approval from the UAE authorities and protection of intellectual property rights."

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Document background
A Forward Share Purchase Agreement is a sophisticated legal instrument used in the UAE for transactions involving the future transfer of company shares. This document is particularly relevant when parties wish to agree on terms for a share purchase that will complete at a future date, often used in corporate restructuring, investment strategies, or staged acquisition scenarios. The agreement must comply with UAE Federal Law No. 32 of 2021 and related regulations, addressing specific requirements for share transfers, foreign ownership restrictions, and securities regulations. It typically includes detailed provisions on price calculation, conditions precedent, completion mechanics, and regulatory approvals. The document is especially important in the UAE context where careful consideration must be given to local ownership requirements and regulatory compliance, particularly in regulated sectors or when involving listed companies.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal names and addresses

2. Background: Context of the transaction, description of the company whose shares are being sold, and purpose of the agreement

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

4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment mechanism

5. Forward Purchase Mechanics: Specific mechanics of the forward purchase including future date(s) of transfer and price calculation methodology

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

7. Completion: Process and requirements for completing the share transfer on the future date

8. Seller's Representations and Warranties: Statements of fact and assurances given by the seller about the shares and company

9. Purchaser's Representations and Warranties: Statements of fact and assurances given by the purchaser

10. Pre-Completion Obligations: Obligations of both parties between signing and completion

11. Confidentiality: Provisions regarding confidential information and announcements

12. Termination: Circumstances under which the agreement can be terminated and consequences

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Regulatory Compliance: Required for listed companies or when specific UAE regulatory approvals are needed

2. Multiple Closings: Used when the forward purchase will be executed in multiple tranches

3. Security Arrangements: Required when there is collateral or security for the forward purchase obligation

4. Tag-Along Rights: Optional protection for minority shareholders if relevant

5. Drag-Along Rights: Optional mechanism to force minority shareholders to join the sale if relevant

6. Foreign Investment Provisions: Required when the purchaser is a foreign entity, addressing UAE foreign ownership restrictions

7. Price Adjustment: Optional mechanisms for adjusting the purchase price based on future events or performance

8. Break Fee: Optional provision for compensation if the transaction fails to complete

Suggested Schedules

1. Share Details: Detailed description of the shares including class, rights, and current ownership

2. Company Information: Key details about the company including corporate information and financial statements

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

4. Form of Transfer Instruments: Template share transfer forms and other required documentation

5. Warranties: Detailed warranties about the company and its business

6. Price Calculation: Detailed methodology for calculating the final purchase price

7. Required Consents: List of third-party and regulatory consents required

8. Encumbrances: Details of any existing encumbrances on the shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
AED
Affiliates
Applicable Law
Business Day
Board
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Forward Purchase Price
Forward Purchase Date
Group
Initial Payment
Long Stop Date
Material Adverse Change
Ordinary Shares
Parties
Purchase Price
Purchase Price Adjustment
Purchaser
Relevant Authority
Representatives
Sale Shares
Securities and Commodities Authority
Seller
Seller's Warranties
Share Capital
Shareholders
Signing Date
Subsidiary
Target Company
Tax
Transaction Documents
Transfer Date
UAE
UAE Companies Law
Warranties
Working Hours
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Forward Purchase Mechanics
Conditions Precedent
Conditions Subsequent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller's Warranties
Purchaser's Warranties
Representations
Title and Capacity
Share Capital Structure
Company Operations
Financial Statements
Material Contracts
Regulatory Compliance
Indemnification
Confidentiality
Announcements
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Costs
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Counterparts
Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Technology

Real Estate

Manufacturing

Healthcare

Retail

Energy

Telecommunications

Professional Services

Media and Entertainment

Industrial

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Executive Leadership

Investment

Treasury

Company Secretariat

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Investment Director

Mergers & Acquisitions Director

Company Secretary

Financial Controller

Investment Manager

Legal Counsel

Compliance Officer

Corporate Development Manager

Board Director

Managing Director

Partner (Law Firm)

Investment Banker

Due Diligence Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing companies and share transfers in the UAE, including requirements for share transfers, foreign ownership restrictions, and corporate governance
UAE Federal Law No. 5 of 1985 (Civil Code): Fundamental law governing contracts, including formation, validity, and enforcement of contractual obligations
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial transactions and provides framework for commercial contracts and dealings
SCA Decision No. (3/R.M) of 2017: Covers the organization and sale of commodities and securities futures contracts
UAE Federal Decree-Law No. 14 of 2018 (Central Bank Law): Relevant for payment terms and financial regulations if the transaction involves regulated financial institutions
Federal Decree-Law No. 32 of 2021 on Commercial Companies: Updated regulations on company formation, management, and governance, including specific provisions for share transfers and foreign ownership
SCA Board Decision No. (11) of 2016: Regulations concerning the listing and trading of securities in public markets if the shares are listed
UAE Federal Law No. 4 of 2000 (Securities Law): Regulates securities markets and trading, relevant if shares are publicly traded
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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