Term Sheet Share Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Term Sheet Share Purchase Agreement

"I need a Term Sheet Share Purchase Agreement under UAE law for acquiring 60% shares in a Dubai-based technology company, with specific provisions for foreign ownership compliance and expected closing by March 2025."

Document background
The Term Sheet Share Purchase Agreement is a crucial preliminary document used in UAE corporate transactions to outline the fundamental terms of a proposed share acquisition. It serves as a roadmap for the transaction and subsequent detailed documentation, typically used after initial commercial agreements but before comprehensive due diligence and final binding agreements. The document must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and consider various regulatory requirements, particularly regarding foreign ownership restrictions and free zone regulations where applicable. While generally non-binding, it often includes binding provisions for confidentiality, exclusivity, and costs. The term sheet helps parties align their expectations early in the transaction process and provides a structured basis for negotiating the final share purchase agreement.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

2. Background: Brief context of the proposed transaction and current ownership structure

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed share purchase transaction

5. Purchase Price: Proposed consideration and payment structure

6. Payment Terms: Timeline and mechanism for payment

7. Conditions Precedent: Key conditions that must be satisfied before closing

8. Due Diligence: Scope and process of due diligence investigation

9. Closing Mechanics: Process and requirements for completing the transaction

10. Binding Effect: Specifying which provisions are binding and non-binding

11. Confidentiality: Obligations regarding transaction confidentiality

12. Exclusivity: Any exclusive negotiation periods if applicable

13. Governing Law: Specification of UAE law as governing law

14. Timeline: Expected timeline for key transaction milestones

Optional Sections

1. Break Fee: Include when parties agree to compensate for transaction termination

2. Management Structure: Include when changes to management are contemplated post-closing

3. Regulatory Approvals: Include for regulated industries or when specific approvals are needed

4. Employee Matters: Include when specific employee arrangements are part of the transaction

5. Warranties and Indemnities: Include brief overview if key warranties are already agreed

6. Post-Closing Covenants: Include when specific post-closing obligations are critical

7. Shareholder Rights: Include when new shareholder arrangements are contemplated

8. Foreign Ownership Compliance: Include for transactions involving foreign investors

Suggested Schedules

1. Corporate Structure Chart: Current and proposed ownership structure diagrams

2. Purchase Price Calculation: Detailed breakdown of consideration calculation

3. Key Terms Dictionary: Detailed definitions of important terms

4. Transaction Timeline: Detailed timeline with key dates and milestones

5. Required Approvals: List of regulatory and corporate approvals needed

6. Key Assets Schedule: List of material assets included in the transaction

7. Due Diligence Checklist: Preliminary list of required due diligence items

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

Relevant legal definitions
Relevant Industries

Financial Services

Technology

Real Estate

Manufacturing

Healthcare

Retail

Energy

Transportation

Telecommunications

Professional Services

Hospitality

Construction

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers and Acquisitions

Investment

Strategy

Corporate Secretariat

Compliance

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Director

Investment Manager

Business Development Director

Corporate Secretary

Finance Manager

Legal Counsel

Transaction Manager

Investment Banker

Board Member

Managing Director

Industries
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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