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Shareholder Purchase Agreement

Shareholder Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement for the sale of 60% shares in a Dubai-based technology company to a German corporate buyer, with completion scheduled for March 2025 and including specific warranties about the company's intellectual property rights."

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Document background
The Shareholder Purchase Agreement is a crucial document used in UAE corporate transactions when transferring ownership of shares between parties. It serves as the primary contract governing share sales in private companies, whether for partial or complete ownership transfers. The agreement must comply with UAE Federal Commercial Companies Law and, where applicable, free zone regulations. It typically includes comprehensive provisions covering purchase price, payment terms, conditions precedent, warranties, and post-completion obligations. The document is particularly important in the UAE context due to specific local requirements regarding foreign ownership, corporate governance, and regulatory approvals. It may need additional provisions for companies operating in regulated sectors or free zones, and must consider Islamic finance principles where relevant.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for transfer

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 mechanism

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

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

7. Seller's Warranties: Representations about the shares, company, and business

8. Purchaser's Warranties: Representations about the purchaser's capacity and authority

9. Pre-Completion Obligations: Conduct of business requirements between signing and completion

10. Confidentiality: Obligations regarding transaction and business information

11. Notices: Communication procedures between parties

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

Optional Sections

1. Tax Covenants: Include when specific tax indemnities are required or when dealing with cross-border transactions

2. Non-Competition: Include when seller needs to be restricted from competing post-sale

3. Transitional Services: Include when seller needs to provide ongoing support post-completion

4. Islamic Finance Compliance: Include when transaction needs to comply with Shariah principles

5. Free Zone Provisions: Include when company is located in a UAE free zone

6. Foreign Ownership Compliance: Include when transaction involves foreign buyers

7. Break Fee: Include when there's agreement on compensation if deal fails

8. Employee Matters: Include when employment arrangements need to be addressed specifically

Suggested Schedules

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

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

3. Warranties: Detailed warranties about the business and assets

4. Properties: Details of company's real estate assets

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

6. Material Contracts: Key commercial agreements affecting the business

7. Completion Requirements: Detailed list of completion deliverables

8. Existing Encumbrances: List of existing charges or encumbrances on shares or assets

9. Required Consents: List of third-party and regulatory approvals needed

10. Disclosure Letter: Exceptions and qualifications to 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
Commercial License
Company
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Material Contract
Ministry
Purchase Price
Purchaser
Sale Shares
Seller
Share Capital
Shareholder
Signing Date
Subsidiary
Tax
Transaction Documents
Transfer
UAE
Warranties
Working Hours
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Purchaser Warranties
Tax Matters
Confidentiality
Non-Competition
Share Transfer Mechanics
Board Composition
Regulatory Compliance
Foreign Ownership
Corporate Governance
Representations
Indemnification
Force Majeure
Termination
Notices
Assignment
Costs
Entire Agreement
Amendments
Severability
Waiver
Further Assurance
Counterparts
Governing Law
Dispute Resolution
Relevant Industries

Financial Services

Real Estate

Technology

Healthcare

Retail

Manufacturing

Energy

Transportation & Logistics

Hospitality & Tourism

Professional Services

Construction

Media & Entertainment

Trading & Distribution

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Board of Directors

Executive Leadership

Company Secretariat

Corporate Affairs

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Director

Mergers & Acquisitions Manager

Company Secretary

Legal Director

Finance Director

Business Development Director

Compliance Officer

Risk Manager

Corporate Development Manager

Board Member

Industries
UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015, as amended): Primary legislation governing companies in the UAE, including share transfer provisions, corporate governance requirements, and shareholder rights
UAE Civil Code (Federal Law No. 5 of 1985): Provides general principles for contracts and commercial transactions, including formation, validity, and enforcement
Foreign Direct Investment Law (Federal Law No. 19 of 2018): Regulates foreign ownership of UAE companies and specifies sectors where foreign investment is permitted
Competition Law (Federal Law No. 4 of 2012): Relevant for larger transactions to ensure compliance with anti-monopoly regulations and economic concentration provisions
UAE Tax Procedures Law (Federal Law No. 7 of 2017): Governs tax implications of share transfers, including VAT considerations and documentation requirements
UAE Central Bank Regulations: Relevant for share purchases involving financial institutions or requiring financial transfers
Securities and Commodities Authority (SCA) Regulations: Applicable if the transaction involves publicly listed companies or regulated securities
Free Zone Regulations: Specific regulations applicable if the company is established in one of the UAE's free zones, which may have different requirements for share transfers
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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