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Stock Purchase Agreement Private Company

Stock Purchase Agreement Private Company Template for United Arab Emirates

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Key Requirements PROMPT example:

Stock Purchase Agreement Private Company

"I need a Stock Purchase Agreement Private Company for acquiring a UAE-based technology startup, with specific provisions for intellectual property rights protection and an earn-out mechanism based on technology development milestones to be achieved by March 2025."

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Document background
The Stock Purchase Agreement Private Company is a crucial document used in UAE corporate transactions for the transfer of ownership in private companies. It is particularly relevant in the context of the UAE's evolving business landscape, which has seen significant reforms including changes to foreign ownership rules and corporate governance requirements. This agreement is essential when acquiring or selling shares in a UAE private company, whether as part of a complete acquisition or partial stake sale. The document must comply with UAE Federal Law No. 32 of 2021 and related regulations, addressing specific local requirements such as notarization of share transfer documents, economic substance regulations, and ultimate beneficial ownership disclosure requirements. The agreement typically includes detailed provisions on purchase price mechanics, conditions precedent (including regulatory approvals), warranties, and post-completion obligations, all structured to align with UAE legal and regulatory framework.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and the Target Company

2. Background: Context of the transaction and brief description of the Target Company

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

4. Sale and Purchase: Core transaction terms including the shares being sold and basic consideration structure

5. Purchase Price: Detailed price mechanics, payment terms, and any adjustments

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

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Seller's Warranties: Representations and warranties regarding the seller and the shares

10. Company Warranties: Representations and warranties regarding the target company

11. Purchaser's Warranties: Representations and warranties regarding the purchaser

12. Limitations on Liability: Caps, thresholds, and time limits on warranty claims

13. Tax Covenants: Tax-related representations, indemnities, and obligations

14. Confidentiality: Obligations regarding transaction and business information confidentiality

15. Announcements: Restrictions and requirements for public statements about the transaction

16. Further Assurance: Obligations to take additional steps to give effect to the agreement

17. Assignment: Restrictions on transfer of rights under the agreement

18. Notices: Process for formal communications between parties

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

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Seller Financing: Include when the seller is providing financing for part of the purchase price

3. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities, if negotiated

4. Transitional Services: When the seller will provide post-completion services to the business

5. Employee Matters: Specific provisions regarding key employees or employee transfers

6. Intellectual Property Rights: Detailed IP provisions if the company is IP-heavy

7. Real Estate Matters: Specific provisions if the company has significant real estate assets

8. Environmental Matters: For companies with environmental risks or obligations

9. Data Protection: Detailed provisions if the company handles significant personal data

10. Change of Control Provisions: Addressing specific contracts requiring consent for ownership change

Suggested Schedules

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

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

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

4. Warranties: Detailed warranties about the company and its business

5. Properties: Details of all owned and leased properties

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

7. Material Contracts: Summary of key commercial contracts

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

9. Financial Information: Recent financial statements and management accounts

10. Tax Affairs: Details of tax positions and ongoing matters

11. Bank Accounts: Details of all company bank accounts and facilities

12. Permitted Leakage: Agreed exceptions to restricted payments in locked box deals

13. Disclosure Letter: Exceptions and qualifications to 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
AED
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Lease Agreements
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry of Economy
Parties
Permits
Property
Purchase Price
Purchaser
Purchaser's Group
Relevant Authority
Sale Shares
Seller
Seller's Group
Seller's Warranties
Shareholders Agreement
Subsidiaries
Target Company
Tax
Tax Authority
Transaction Documents
UAE
UAE Commercial Companies Law
Warranties
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Covenants
Completion Obligations
Post-completion Obligations
Warranties and Representations
Tax Covenants
Indemnification
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Regulatory Compliance
Foreign Ownership
Corporate Governance
Due Diligence
Environmental Matters
Data Protection
Force Majeure
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Costs and Expenses
Further Assurance
Announcements
Relevant Industries

Technology

Manufacturing

Real Estate

Healthcare

Retail

Financial Services

Professional Services

Energy

Construction

Media and Entertainment

Hospitality

Education

Transportation and Logistics

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Business Development

Strategy

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Investment Director

Legal Director

Finance Director

Business Development Manager

Corporate Secretary

Compliance Officer

Due Diligence Manager

Transaction Manager

Integration Manager

Risk Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing companies in the UAE, including provisions for share transfers, corporate governance, and shareholder rights
UAE Federal Decree-Law No. 33 of 2021 (Commercial Transactions Law): Regulates commercial transactions and provides framework for business dealings and contracts in the UAE
UAE Civil Code (Federal Law No. 5 of 1985): Provides general principles of contract law and obligations that apply to commercial agreements
UAE Federal Decree-Law No. 19 of 2018 (Foreign Direct Investment Law): Regulates foreign investment and ownership in UAE companies, including recent reforms allowing 100% foreign ownership in certain sectors
UAE Federal Law No. 4 of 2012 (Competition Law): Relevant for ensuring the transaction does not create anti-competitive effects in the market
UAE Federal Law No. 14 of 2018 (Central Bank Law): Applicable if the transaction involves regulated financial activities or requires central bank approval
UAE Federal Decree-Law No. 24 of 2022 (Anti-Money Laundering Law): Relevant for compliance with due diligence requirements and source of funds verification in share purchase transactions
Department of Economic Development Regulations: Local regulations governing business activities and ownership transfers in the relevant emirate
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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