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Preliminary Share Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Preliminary Share Purchase Agreement

"I need a Preliminary Share Purchase Agreement for the acquisition of a Dubai-based technology company, with exclusivity until March 2025, including specific provisions for intellectual property due diligence and employee retention conditions."

Document background
The Preliminary Share Purchase Agreement is a crucial document in UAE mergers and acquisitions, serving as a bridge between initial negotiations and the final share purchase agreement. It is typically used when parties have reached agreement on fundamental terms but require a formal framework for due diligence and detailed negotiations. The document captures key commercial terms while maintaining flexibility for further negotiation, and must comply with UAE Federal Law No. 32 of 2021 and related regulations. It includes provisions for exclusivity, confidentiality, due diligence procedures, and conditions precedent, while addressing UAE-specific requirements such as foreign ownership restrictions and regulatory approvals. This preliminary agreement is particularly important in the UAE context where formal documentation of commercial intentions is highly valued in business transactions.
Suggested Sections

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

2. Background: Context of the transaction, including brief description of the target company and parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Basic agreement for the proposed sale and purchase of shares, subject to conditions

5. Purchase Price and Payment Terms: Indicative purchase price, payment structure, and any adjustments mechanisms

6. Due Diligence: Scope, process, and timeline for due diligence investigation

7. Conditions Precedent: Conditions that must be satisfied before proceeding to final agreement

8. Exclusivity: Terms preventing the seller from negotiating with other parties during the specified period

9. Confidentiality: Obligations regarding confidential information exchange

10. Costs: Allocation of costs and expenses

11. Notices: Process and details for formal communications between parties

12. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction

13. Language: Specification of controlling language version as per UAE requirements

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Break Fee: Provisions for payment if either party withdraws, used in larger transactions

2. Management Provisions: Interim management restrictions and requirements, relevant for complex transactions

3. Framework for Final Agreement: Outline of key terms to be included in the final SPA, used in more detailed preliminary agreements

4. Warranties: Basic warranties for preliminary stage, used when significant initial commitments are made

5. Non-Compete: Preliminary non-compete provisions, relevant when discussing sensitive business information

6. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, required for regulated industries

7. Employee Matters: Preliminary agreement on handling of employees, relevant for share purchases involving significant workforce

Suggested Schedules

1. Target Company Information: Details of the target company including corporate information and shareholding structure

2. Initial Due Diligence Checklist: List of documents and information required for due diligence

3. Timetable: Proposed timeline for due diligence, negotiations, and completion

4. Form of Confidentiality Agreement: Detailed confidentiality terms if not included in main agreement

5. Indicative Terms: Summary of key commercial terms proposed for the final agreement

6. Required Consents: List of third-party and regulatory consents required

7. Excluded Assets/Liabilities: Preliminary list of any assets or liabilities to be excluded from the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Roles

Chief Executive Officer

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Mergers & Acquisitions Manager

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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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