Purchase Of Shares Agreement Template for United Arab Emirates

The Purchase Of Shares Agreement is a crucial document used in corporate transactions within the United Arab Emirates, facilitating the transfer of company ownership through share sales. This document is essential when conducting full or partial acquisitions of companies, whether private or public (subject to additional securities regulations). It must comply with Federal Law No. 32 of 2021 (UAE Commercial Companies Law) and other relevant UAE legislation, including specific free zone regulations where applicable. The agreement typically includes detailed provisions on purchase price, payment mechanisms, warranties, representations, conditions precedent, and completion requirements. It's particularly important in the UAE context due to specific local requirements regarding foreign ownership restrictions, regulatory approvals, and commercial licensing considerations.

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses

2. Background: Context of the transaction, including brief description of the company and reason for the share transfer

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and basic sale obligations

5. Purchase Price: Detailed price provisions, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer

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

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Seller Warranties: Warranties given by the seller regarding the shares and the company

10. Buyer Warranties: Basic warranties given by the buyer, including capacity to purchase

11. Limitations on Liability: Limitations on warranty claims and general liability caps

12. Indemnities: Specific indemnities provided by the parties

13. Confidentiality: Obligations regarding confidential information

14. Announcements: Provisions regarding public announcements about the transaction

15. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

16. Notices: Process for giving formal notices under the agreement

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

18. General Provisions: Standard boilerplate provisions including entire agreement, amendments, etc