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Sale Of Shares In Private Company Agreement

Sale Of Shares In Private Company Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Sale Of Shares In Private Company Agreement

"I need a Sale Of Shares In Private Company Agreement under UAE law for the acquisition of 100% shares in a Dubai-based technology company, with completion scheduled for March 15, 2025, and including standard warranties and representations."

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Document background
The Sale Of Shares In Private Company Agreement is a crucial transaction document used in the UAE for implementing private company acquisitions and corporate restructurings. This agreement is essential when transferring ownership of shares in private companies and must comply with UAE Commercial Companies Law and other relevant regulations. It typically includes comprehensive details about the transaction structure, payment mechanisms, warranties, representations, and various conditions precedent specific to UAE requirements. The document is particularly important in the UAE context as it must address local corporate governance requirements, foreign ownership restrictions (if applicable), and specific regulatory approvals. It serves as the primary document governing the relationship between buyers and sellers in share transfer transactions and provides legal protection for all parties involved.
Suggested Sections

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

2. Background: Context of the transaction, description of the Company, 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 details of shares being sold and purchase price

5. Purchase Price and Payment: Payment terms, method, and timing of payment, including any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

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

8. Completion: Details of completion mechanics, timing, and deliverables

9. Warranties and Representations: Standard warranties from both parties, including specific seller warranties about the company

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

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements about the transaction

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

14. Assignment: Restrictions on assignment of rights under the agreement

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

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

17. General Provisions: Standard boilerplate provisions including severability, entire agreement, etc.

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities - include when seller is active in the business

2. Tax Covenant: Specific tax-related provisions - include when tax liabilities are a significant concern

3. Post-Completion Adjustments: Mechanisms for price adjustments based on completion accounts - include for larger transactions

4. Transitional Services: Arrangements for seller to provide services post-completion - include when business continuity requires seller involvement

5. Employee Matters: Specific provisions regarding employees - include when employment transfers are significant

6. Intellectual Property: Specific IP-related provisions - include when IP is a key asset

7. Real Estate: Specific real estate provisions - include when property assets are significant

8. Break Fee: Provisions for payment if deal fails - include for complex or high-value transactions

Suggested Schedules

1. Details of the Company: Corporate information, share capital, and shareholding structure

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Obligations: Detailed list of actions and deliverables required at completion

4. Warranties: Full list of seller's warranties about the company and business

5. Properties: Details of all real estate owned or leased by the company

6. Intellectual Property Rights: List of all IP owned or licensed by the company

7. Material Contracts: List of key contracts and their terms

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

9. Tax Affairs: Details of company's tax position and outstanding matters

10. Completion Accounts: Format and preparation requirements for completion accounts

11. Disclosed Documents: List of documents disclosed against the warranties

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
Board
Business
Business Day
Buyer
Company
Completion
Completion Date
Completion Payment
Confidential Information
Constitutional Documents
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Lease
Liabilities
License
Long Stop Date
Loss
Material Adverse Change
Material Contract
Ministry
Purchase Price
Related Party
Relevant Authority
Sale Shares
Seller
Shareholders Agreement
Signing Date
Subsidiary
Tax
Tax Authority
Territory
Transaction Documents
UAE
UAE Dirhams
Warranties
Working Capital
Clauses
Interpretation
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Indemnification
Limitations on Liability
Tax Matters
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Business Protection
Intellectual Property
Data Protection
Announcements
Force Majeure
Assignment
Amendment
Waiver
Severability
Costs
Notices
Further Assurance
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Retail

Professional Services

Construction

Energy

Telecommunications

Hospitality

Transportation and Logistics

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Tax

Corporate Secretarial

Treasury

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Director

Mergers & Acquisitions Manager

Company Secretary

Corporate Development Director

Finance Director

Business Development Manager

Investment Banker

Due Diligence Manager

Compliance Officer

Risk Manager

Transaction Advisory Manager

Industries
Federal Decree-Law No. 32 of 2021 (UAE Commercial Companies Law): Primary legislation governing companies in the UAE, including provisions for share transfers, shareholder rights, and corporate governance requirements
Federal Law No. 5 of 1985 (UAE Civil Code): Governs general contractual principles, including formation, validity, and enforcement of contracts
Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial transactions and business dealings between parties
Federal Decree-Law No. 19 of 2018 (Foreign Direct Investment Law): Regulates foreign ownership in UAE companies and relevant restrictions or permissions
Federal Decree-Law No. 47 of 2022 (UAE Corporate Tax Law): Governs corporate tax implications of share transfers and business ownership
Cabinet Resolution No. 58 of 2020 (Economic Substance Regulations): Requires certain UAE entities to maintain economic substance in the UAE
Federal Law No. 4 of 2012 (Competition Law): Regulates competition and may require approvals for certain share transfers depending on market impact
Relevant Free Zone Regulations: Specific regulations if the company is established in a UAE free zone, governing company operations and ownership transfers within the free zone
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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