This Shareholders Agreement Transfer Of Shares is a crucial document used when executing share transfers in UAE companies, whether in mainland UAE or free zones. It becomes necessary when existing shareholders wish to sell their shares or when new shareholders are being introduced to the company. The agreement ensures compliance with UAE Federal Law No. 32 of 2021 and related regulations, while addressing key aspects such as share valuation, transfer mechanics, warranties, and post-completion obligations. It includes provisions for necessary approvals from relevant authorities, documentation requirements, and specific considerations for foreign ownership restrictions. The document serves as both a record of the transaction and a framework for future shareholder relationships, making it essential for corporate restructuring, investment deals, and succession planning.
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1. Parties: Identification of all parties including current shareholders, incoming shareholders, and the company
2. Background: Context of the agreement, current shareholding structure, and reason for the transfer
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed, including conditions precedent
6. Pre-completion Obligations: Actions required by each party before the transfer can complete
7. Warranties and Representations: Standard warranties from both transferor and transferee regarding capacity, ownership, and compliance
8. Confidentiality: Obligations regarding confidential information and announcements
9. Board Composition: Changes to board structure following the transfer, if any
10. Shareholder Rights and Obligations: Ongoing rights and obligations of shareholders post-transfer
11. Further Assurance: Obligation to take additional steps necessary to give effect to the agreement
12. Notices: Process for serving formal notices under the agreement
13. Governing Law and Jurisdiction: Confirmation of UAE law governance and jurisdiction for disputes
1. Tag-Along Rights: Include when existing shareholders want the right to join in the sale on same terms
2. Drag-Along Rights: Include when majority shareholders want the right to force minorities to join in a sale
3. Non-Competition: Include when selling shareholders should be restricted from competing post-sale
4. Staged Completion: Include when the transfer will occur in multiple phases
5. Management Provisions: Include when transfer affects day-to-day management rights
6. Put and Call Options: Include when parties want future purchase/sale rights
7. Anti-dilution Protection: Include when protecting shareholders against future share issues
8. Dividend Policy: Include when specific dividend arrangements are agreed as part of the transfer
1. Details of the Company: Company registration details, address, and current structure
2. Share Capital and Shareholders: Complete breakdown of pre and post-transfer shareholding
3. Share Transfer Form: Form required by UAE authorities for transfer registration
4. Completion Requirements: Detailed checklist of all documents and actions required for completion
5. Warranties: Detailed warranties given by transferor regarding the company and shares
6. Board Resolutions: Pro-forma board resolutions approving the transfer
7. Required Regulatory Approvals: List of necessary government and regulatory approvals
8. Existing Third Party Agreements: List of key contracts requiring consent for change of control
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