Share Purchase And Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Purchase And Transfer Agreement

"I need a Share Purchase and Transfer Agreement for acquiring 100% of shares in a UAE-based technology company, with completion scheduled for March 15, 2025, and including standard warranties and representations for a technology business."

Document background

The Share Purchase and Transfer Agreement is a crucial document used in UAE business transactions when transferring ownership of shares in a company. It is essential for mergers, acquisitions, and corporate restructuring activities within the UAE legal framework. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, particularly regarding share transfer procedures, foreign ownership restrictions, and corporate governance requirements. This document typically includes detailed provisions about the transaction structure, purchase price mechanisms, warranties and representations, conditions precedent, completion procedures, and post-completion obligations. It's particularly important in the UAE context where specific formalities must be observed for the valid transfer of shares, including potential requirements for ministerial or regulatory approvals depending on the sector and parties involved.

Suggested Sections

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

2. Background: Context of the transaction, including description of the target company and the intention to sell and purchase shares

3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Purchase Price', etc.

4. Sale and Purchase: Core transaction terms, including the agreement to sell and purchase the shares

5. Purchase Price: Details of the consideration, payment terms, and payment mechanics

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

7. Completion: Timing, location, and mechanics of completion, including actions required at completion

8. Seller Warranties: Representations and warranties given by the seller regarding the shares and the target company

9. Buyer Warranties: Basic representations and warranties given by the buyer

10. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

11. Confidentiality: Obligations regarding confidential information and announcements

12. Notices: Process and requirements for serving notices under the agreement

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

14. General Provisions: Standard boilerplate clauses including entire agreement, variations, severability, etc.

Optional Sections

1. Tax Covenants: Specific provisions dealing with tax liabilities and indemnities, used when tax exposure is a significant concern

2. Non-Competition: Restrictions on seller's competitive activities, used when seller has significant market knowledge or relationships

3. Earn-out Provisions: Additional payment mechanisms based on future performance, used when parties agree to contingent payments

4. Employee Matters: Specific provisions regarding key employees or employee arrangements, used when employee retention is crucial

5. Intellectual Property: Special provisions for IP rights, used when IP is a significant asset

6. Transitional Services: Arrangements for post-completion services by seller, used when buyer needs operational support

7. Break Fee: Compensation if deal fails, used in high-value or complex transactions

8. Foreign Investment Provisions: Additional provisions required for foreign buyers under UAE law, used when buyer is non-UAE entity

Suggested Schedules

1. Share Details: Details of shares being transferred including class, number, and nominal value

2. Target Company Information: Key information about the target company including corporate details and structure

3. Warranties: Detailed warranties regarding the company, business, and shares

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

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

6. Material Contracts: List of key contracts affecting the business

7. Completion Requirements: Detailed list of documents and actions required at completion

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

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Professional Services

Construction

Energy

Hospitality

Transportation

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Strategy

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Director

Mergers & Acquisitions Manager

Business Development Director

Finance Manager

Compliance Officer

Risk Manager

Board Member

Managing Director

Commercial Director

Strategy Director

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Let's create your Share Purchase And Transfer Agreement

Authors

Alex Denne

Find the exact document you need

Share Purchase Agreement Between Two Individuals

Share Purchase Agreement Between Shareholders

Share Purchase And Transfer Agreement

Restaurant Asset Purchase Agreement

Asset Sale Agreement

Letter Of Intent Share Purchase Agreement

Software Asset Purchase Agreement

Share And Asset Purchase Agreement

Member Interest Purchase Agreement

Intellectual Property Asset Purchase Agreement

Forward Share Purchase Agreement

Download our whitepaper on the future of AI in Legal

Genie’s Security Promise

Your documents are private:

Your documents are protected:

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Innovation in privacy:

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