The Share Purchase and Transfer Agreement is a crucial document used in UAE business transactions when transferring ownership of shares in a company. It is essential for mergers, acquisitions, and corporate restructuring activities within the UAE legal framework. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, particularly regarding share transfer procedures, foreign ownership restrictions, and corporate governance requirements. This document typically includes detailed provisions about the transaction structure, purchase price mechanisms, warranties and representations, conditions precedent, completion procedures, and post-completion obligations. It's particularly important in the UAE context where specific formalities must be observed for the valid transfer of shares, including potential requirements for ministerial or regulatory approvals depending on the sector and parties involved.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, including description of the target company and the intention to sell and purchase shares
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Purchase Price', etc.
4. Sale and Purchase: Core transaction terms, including the agreement to sell and purchase the shares
5. Purchase Price: Details of the consideration, payment terms, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Completion: Timing, location, and mechanics of completion, including actions required at completion
8. Seller Warranties: Representations and warranties given by the seller regarding the shares and the target company
9. Buyer Warranties: Basic representations and warranties given by the buyer
10. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Process and requirements for serving notices under the agreement
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, variations, severability, etc.
1. Tax Covenants: Specific provisions dealing with tax liabilities and indemnities, used when tax exposure is a significant concern
2. Non-Competition: Restrictions on seller's competitive activities, used when seller has significant market knowledge or relationships
3. Earn-out Provisions: Additional payment mechanisms based on future performance, used when parties agree to contingent payments
4. Employee Matters: Specific provisions regarding key employees or employee arrangements, used when employee retention is crucial
5. Intellectual Property: Special provisions for IP rights, used when IP is a significant asset
6. Transitional Services: Arrangements for post-completion services by seller, used when buyer needs operational support
7. Break Fee: Compensation if deal fails, used in high-value or complex transactions
8. Foreign Investment Provisions: Additional provisions required for foreign buyers under UAE law, used when buyer is non-UAE entity
1. Share Details: Details of shares being transferred including class, number, and nominal value
2. Target Company Information: Key information about the target company including corporate details and structure
3. Warranties: Detailed warranties regarding the company, business, and shares
4. Properties: List and details of company properties if applicable
5. Intellectual Property Rights: Schedule of IP rights owned or used by the company
6. Material Contracts: List of key contracts affecting the business
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Employees: Details of key employees and their terms of employment
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