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Sale Of Shares Agreement

Sale Of Shares Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Sale Of Shares Agreement Template Free

"I need a Sale Of Shares Agreement Template Free for selling 40% of my UAE-based technology company to a foreign investor, with completion scheduled for March 2025, including specific provisions for technology transfer and intellectual property rights."

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Document background
The Sale Of Shares Agreement Template Free is a vital legal instrument used in the United Arab Emirates for documenting the transfer of company ownership through share sales. This template is designed for use in various scenarios, from small private company transactions to larger corporate deals, providing a framework that complies with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations. The document includes essential provisions for share transfer mechanics, payment terms, warranties, and regulatory compliance, while being adaptable to specific transaction requirements. It serves as a starting point for parties to customize according to their specific needs while ensuring adherence to UAE legal requirements and market practices.
Suggested Sections

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

2. Background: Context of the transaction, including company details and reason for sale

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

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

5. Conditions Precedent: Prerequisites that must be met before completion

6. Completion: Timing, location, and mechanics of the share transfer

7. Seller's Warranties: Standard warranties regarding share ownership, company status, and business operations

8. Buyer's Warranties: Warranties regarding capacity to purchase and funding

9. Limitations on Liability: Caps and restrictions on warranty claims and general liability

10. Confidentiality: Obligations regarding transaction and business information confidentiality

11. Announcements: Requirements for public statements about the transaction

12. Further Assurance: Obligations to take additional steps to give effect to the agreement

13. Notices: Process for formal communications between parties

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction arrangements

Optional Sections

1. Tax Covenants: Specific provisions regarding tax liabilities and indemnities, required if significant tax implications exist

2. Non-Competition: Restrictions on seller's future business activities, recommended for strategic acquisitions

3. Employee Matters: Provisions regarding key employees and management, needed if employment concerns are relevant

4. Intellectual Property Rights: Special provisions for IP-heavy businesses

5. Real Estate Matters: Required if company owns significant property assets

6. Transitional Services: Include if seller will provide post-completion support

7. Foreign Ownership Compliance: Required for transactions involving foreign buyers or sellers

8. Shareholder Approval: Required if other shareholders have pre-emption or approval rights

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates and class rights

2. Company Information: Key details about the company including corporate documents and structure

3. Warranties: Detailed warranties and indemnities

4. Properties: List and details of company properties if applicable

5. Intellectual Property: Schedule of IP rights owned or used by the company

6. Material Contracts: List of key commercial contracts

7. Completion Requirements: Detailed list of completion deliverables and actions

8. Employees: Details of key employees and their terms of employment

9. Data Room Index: List of due diligence documents provided

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
Articles of Association
Board
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Purchase Price
Related Party
Relevant Authority
Sale Shares
Securities
Seller
Seller's Warranties
Shareholders Agreement
Signing Date
Subsidiary
Tax
Third Party
Trade License
Transaction Documents
Transfer Date
UAE
UAE Companies Law
Warranties
Working Hours
Claims
Data Room
Due Diligence
Effective Date
Governmental Authority
Liability
Material Contract
Ordinary Course of Business
Party/Parties
Representatives
Share Capital
Share Certificates
Surviving Provisions
Title Documents
VAT
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller's Warranties
Buyer's Warranties
Share Transfer Mechanics
Representations and Warranties
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Costs and Expenses
Entire Agreement
Amendments
Severability
Waiver
Third Party Rights
Counterparts
Time of Essence
Announcements
Data Protection
Tax Matters
Employee Matters
Regulatory Compliance
Foreign Ownership Compliance
Corporate Governance
Shareholder Approval
Due Diligence
Title and Encumbrances
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Professional Services

Healthcare

Construction

Hospitality

Trading

Media and Entertainment

Logistics

Education

Energy

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Business Development

Investment

Executive Management

Risk Management

Corporate Affairs

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Legal Counsel

Corporate Secretary

Business Development Manager

Investment Manager

Finance Director

Compliance Officer

Company Director

Shareholder

Business Owner

Corporate Lawyer

Investment Advisor

Transaction Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing companies in the UAE, including provisions for share transfers, shareholder rights, and corporate governance requirements
UAE Federal Law No. 5 of 1985 (Civil Code): Provides the general framework for contracts, including formation, validity, and enforcement of contractual obligations
SCA Board Resolution No. 3 of 2000: Regulations concerning securities trading and transfer of ownership in the UAE
UAE Federal Decree-Law No. 19 of 2018 (FDI Law): Regulates foreign direct investment and ownership restrictions in UAE companies
UAE Federal Decree-Law No. 8 of 2017 (VAT Law): Governs VAT implications on share transfers and related transactions
UAE Federal Law No. 4 of 2000 (Securities Law): Regulates the securities market and share trading activities in the UAE
UAE Federal Law No. 14 of 2018 (Central Bank Law): Relevant for any financing aspects and banking regulations related to share purchase transactions
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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