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Sales Of Shares Agreement
"I need a Sales of Shares Agreement under UAE law for the sale of 100% shares in a Dubai-based technology company, with completion scheduled for March 2025 and including specific provisions for intellectual property protection and key employee retention."
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 target company and shares being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of shares
5. Purchase Price: Specification of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Seller Warranties: Warranties given by the seller regarding the shares and the target company
10. Buyer Warranties: Warranties given by the buyer regarding authority and capacity to purchase
11. Limitations on Liability: Limitations on the parties' liability under the warranties and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Restrictions and requirements for public announcements about the transaction
14. Further Assurance: Obligation to take further actions necessary to give effect to the agreement
15. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Tax Covenant: Detailed tax-related warranties and indemnities, used when tax exposure is a significant concern
2. Non-Competition: Restrictions on seller's competing activities, used when seller could compete with target company
3. Intellectual Property: Specific provisions regarding IP rights, used when IP is a significant asset
4. Employee Matters: Provisions regarding employees and their rights, used when employment issues are material
5. Real Estate: Specific provisions regarding property owned/leased by target company, used when real estate is material
6. Regulatory Approvals: Details of required regulatory approvals, used when specific sector regulations apply
7. Earn-out Provisions: Structure for additional payments based on future performance, used when part of consideration is contingent
8. Break Fee: Provisions for payment if deal fails, used in higher-value transactions
9. Environmental Matters: Environmental warranties and indemnities, used when target company has environmental exposures
1. Details of the Target Company: Corporate information, shareholding structure, and key details of the target company
2. Details of the Shares: Specific details of shares being sold including share certificates numbers and class rights
3. Purchase Price Calculation: Detailed methodology for calculating the final purchase price including any adjustments
4. Completion Obligations: Detailed list of documents and actions required at completion
5. Warranties: Full list of warranties given by the seller
6. Properties: Details of all real estate owned or leased by the target company
7. Intellectual Property: List of all IP owned or licensed by the target company
8. Material Contracts: List and details of key contracts of the target company
9. Employees: Details of employees including key terms of employment
10. Disclosed Matters: List of matters disclosed against the warranties
Authors
Business Day
Buyer
Claims
Companies Law
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Material Contracts
Ministry of Economy
Purchase Price
Relevant Authority
Sale Shares
Seller
Seller's Knowledge
Seller's Warranties
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Transaction Documents
UAE
UAE Central Bank
UAE Commercial Companies Law
VAT
Warranties
Working Capital
Working Capital Adjustment
Economic Department
SCA
Free Zone Authority
DIFC
ADGM
Board of Directors
Business
Due Diligence
Effective Date
Employees
Long Stop Date
Management Accounts
Notary Public
Permitted Encumbrances
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnities
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Costs
Notices
Announcements
Entire Agreement
Amendments
Waiver
Severability
Third Party Rights
Force Majeure
Anti-Corruption
Data Protection
Governing Law
Dispute Resolution
Power of Attorney
Share Transfer Restrictions
Board Composition
Regulatory Compliance
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Break Fee
Earn-out
Escrow Arrangements
Due Diligence
Disclosure
Authority and Capacity
Financial Services
Technology
Real Estate
Manufacturing
Retail
Healthcare
Energy
Transportation
Professional Services
Construction
Hospitality
Education
Media and Entertainment
Telecommunications
Legal
Finance
Corporate Development
Compliance
Tax
Executive Leadership
Company Secretarial
Risk Management
Corporate Communications
Treasury
Business Development
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Company Secretary
Financial Controller
Compliance Officer
Managing Director
Board Member
Commercial Director
Mergers & Acquisitions Manager
Due Diligence Specialist
Corporate Finance Manager
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