The Security Purchase Agreement is a fundamental document used in UAE securities transactions to formalize the transfer of securities between parties. It is essential for various corporate transactions, including private placements, strategic investments, and corporate restructurings. The agreement must be drafted in accordance with UAE Federal Law No. 32 of 2021 on Commercial Companies, UAE Securities Law, and relevant SCA regulations. This document is particularly important in the UAE context due to specific local requirements regarding foreign ownership restrictions, regulatory approvals, and corporate governance standards. The agreement typically includes detailed provisions on purchase price, payment mechanisms, representations and warranties, conditions precedent, and closing requirements, while ensuring compliance with UAE anti-money laundering regulations and other relevant local laws.
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1. Parties: Identification of the seller(s) and purchaser(s) of the securities
2. Background: Context of the transaction, including description of the securities being sold
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of securities, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before closing
6. Closing: Mechanics and timing of the closing, including deliverables
7. Seller's Warranties: Representations and warranties regarding the seller and the securities
8. Purchaser's Warranties: Representations and warranties from the purchaser
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Termination: Circumstances under which the agreement may be terminated
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction
14. General Provisions: Standard boilerplate provisions including amendments, waiver, and severability
1. Tag-Along Rights: Rights of minority shareholders to join in the sale on same terms - include when multiple shareholders exist
2. Drag-Along Rights: Rights to force minority shareholders to join the sale - include when dealing with majority stakes
3. Foreign Ownership Compliance: Special provisions for foreign purchasers - include when purchaser is not UAE national/entity
4. Regulatory Approvals: Requirements for specific regulatory clearances - include for regulated industries or large transactions
5. Employee Matters: Provisions regarding key employees - include when securities purchase affects management
6. Tax Matters: Special tax considerations - include when transaction has significant tax implications
7. Escrow Arrangements: Terms for holding funds in escrow - include when payment is staged or contingent
1. Securities Details: Detailed description of the securities being purchased
2. Disclosure Schedule: Exceptions to warranties and representations
3. Required Consents: List of third-party and regulatory consents needed
4. Encumbrances: List of any existing liens or encumbrances on the securities
5. Corporate Documents: Copies of relevant corporate documents and certificates
6. Closing Checklist: List of all documents and actions required for closing
7. Form of Transfer Instruments: Templates for share transfer forms and other transfer documents
8. Regulatory Filings: Forms and documents required for UAE regulatory compliance
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