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Share Exchange Agreement

Share Exchange Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Exchange Agreement

"I need a Share Exchange Agreement under UAE law for a technology company exchanging shares with a UAE-based software development company, where 30% foreign ownership is involved and completion is planned for March 2025."

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Document background
A Share Exchange Agreement is a crucial document used in corporate restructuring, merger transactions, or strategic business combinations in the UAE. This agreement is particularly relevant when companies wish to exchange ownership stakes while maintaining their separate legal entities, or as part of a larger corporate reorganization. The document must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, including foreign ownership restrictions and economic substance requirements. It typically includes detailed provisions for share valuation, exchange mechanics, regulatory approvals, warranties, and post-completion obligations. The agreement is commonly used in both private and public company transactions, though listed company transactions may require additional regulatory approvals.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names and registration details

2. Background: Context of the transaction, description of the companies involved, and purpose of the share exchange

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

4. Share Exchange Terms: Core terms of the exchange including number of shares, exchange ratio, and share classes

5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

6. Pre-Completion Obligations: Actions required from parties before completion of the share exchange

7. Completion Mechanics: Detailed process for executing the share exchange, including timing and documentation

8. Warranties and Representations: Statements of fact and assurances from each party about their shares and companies

9. Tax Matters: Treatment of tax liabilities and obligations arising from the share exchange

10. Confidentiality: Obligations regarding confidential information and announcements

11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Anti-dilution Provisions: Used when parties wish to protect against future share dilution

2. Foreign Ownership Compliance: Required when transaction involves foreign shareholders

3. Competition Compliance: Needed when transaction size meets threshold for competition law requirements

4. Post-Completion Integration: Used for complex transactions requiring specific post-completion steps

5. Employee Matters: Required when share exchange affects employee ownership schemes

6. Intellectual Property Rights: Needed when IP ownership is significantly impacted by the share exchange

7. Break Fee: Optional provision for compensation if transaction fails under specific circumstances

8. Regulatory Compliance: Additional section for highly regulated industries

Suggested Schedules

1. Share Details Schedule: Detailed information about shares being exchanged including share certificates

2. Warranties Schedule: Comprehensive list of warranties given by each party

3. Company Information: Details of both companies including corporate information and financial statements

4. Completion Requirements: Checklist of documents and actions required for completion

5. Encumbrances: List of any existing encumbrances on the shares

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

7. Form of Transfer Instruments: Templates for share transfer forms and other required documentation

8. Completion Board Resolutions: Draft board resolutions required for completion

9. Key Contracts: List of material contracts affected by the share exchange

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
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration Shares
Disclosure Letter
Effective Date
Encumbrance
Exchange Ratio
Execution Date
Group
Initial Shares
Long Stop Date
Material Adverse Change
New Shares
Parties
Regulatory Approvals
Relevant Authority
Representatives
Securities
Share Capital
Share Certificates
Share Exchange
Shareholders
Shares
Subsidiaries
Tax
Transaction Documents
Transfer
UAE
Warranties
Working Hours
Economic Department
SCA
Board of Directors
Articles of Association
Commercial License
Company Register
Corporate Documents
Due Diligence
Financial Statements
Governmental Authority
Intellectual Property
Liability
Loss
Material Contracts
Permitted Encumbrances
Related Parties
Share Transfer Forms
Signing Date
Surviving Provisions
UAE Commercial Companies Law
Working Day
Clauses
Interpretation
Definitions
Share Exchange
Consideration
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Tax Covenants
Indemnification
Confidentiality
Announcements
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Waiver
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Authority and Capacity
Share Capital Structure
Transfer Restrictions
Regulatory Compliance
Foreign Ownership
Board Composition
Shareholder Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Information Rights
Exit Provisions
Change of Control
Material Adverse Change
Termination
Break Fee
Survival
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Healthcare

Retail

Professional Services

Energy

Telecommunications

Construction

Hospitality

Trading

Media and Entertainment

Industrial

Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Board of Directors

Executive Management

Strategy

Treasury

Corporate Communications

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

General Counsel

Legal Director

Head of Mergers & Acquisitions

Corporate Finance Director

Investment Director

Compliance Officer

Board Director

Managing Director

Finance Manager

Legal Manager

Corporate Development Manager

Strategy Director

Company Secretary

Risk Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing companies in the UAE, including share transfers, corporate governance, and shareholder rights
UAE Federal Law No. 4 of 2000 (Securities Market Law): Regulates securities markets and trading, relevant for share transactions and market regulations
UAE Federal Decree Law No. 19 of 2018 (Foreign Direct Investment Law): Governs foreign ownership in UAE companies and related investment restrictions
UAE Federal Law No. 45 of 2022 (Competition Law): Regulates competition and economic concentration, requiring approval for certain mergers and acquisitions
UAE Federal Decree-Law No. 33 of 2021 (Commercial Transactions Law): Governs commercial transactions and contractual relationships between parties
UAE Cabinet Resolution No. 57 of 2020 (Economic Substance Regulations): Requires certain UAE entities to demonstrate adequate economic substance in the UAE
UAE Federal Decree-Law No. 47 of 2022 (Corporate Tax Law): Addresses tax implications of share transfers and corporate restructuring
UAE Central Bank Regulations: Relevant for share exchanges involving financial institutions or regulated entities
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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