The Agreement To Sell Shares Of A Company is a fundamental document used in corporate transactions within the UAE for transferring ownership of company shares. This agreement is essential when shareholders wish to sell their stake in a company, whether partially or entirely, and is particularly crucial in M&A transactions, corporate restructuring, or exit strategies. The document must comply with UAE Federal Law No. 32 of 2021 and related regulations, requiring specific formalities such as notarization and registration with relevant authorities. It typically includes comprehensive details about the transaction structure, conditions precedent, warranties, and post-completion obligations, while addressing UAE-specific requirements such as foreign ownership restrictions and economic department approvals.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses as per UAE requirements
2. Background: Context of the transaction, including company details and reason for the share sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Details of when, where, and how the transfer will take place
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties from the buyer regarding authority and ability to purchase
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tag Along Rights: Include when minority shareholders need protection to join in the sale
2. Drag Along Rights: Include when majority shareholders need the right to force minorities to join the sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Earn-out Provisions: Include when part of purchase price is contingent on future performance
5. Employee Matters: Include when there are specific arrangements regarding key employees
6. Intellectual Property Rights: Include when IP forms a significant part of company value
7. Tax Indemnities: Include when specific tax risks need to be allocated
8. Break Fee: Include when parties want to specify compensation for failed completion
1. Share Details: Details of shares being transferred including share certificates and class rights
2. Company Information: Key company details including assets, liabilities, and material contracts
3. Warranties: Detailed list of warranties given by the seller
4. Properties: Details of any real estate owned by the company
5. Intellectual Property: List of IP rights owned or licensed by the company
6. Employee Information: Details of key employees and their contracts
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Permitted Encumbrances: List of permitted liens or encumbrances on the shares or company assets
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