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The Equity Transfer Agreement is a crucial document used in the United Arab Emirates for facilitating the sale and purchase of company shares or equity interests. It is essential for corporate restructuring, mergers and acquisitions, and business succession planning under UAE jurisdiction. The agreement must comply with Federal Law No. 32 of 2021 (UAE Commercial Companies Law) and other relevant regulations, including foreign ownership restrictions and economic substance requirements. The document typically includes detailed provisions on purchase price, warranties, conditions precedent, completion mechanics, and post-completion obligations. It is particularly important in the UAE context due to specific local requirements regarding shareholder structures, local sponsor arrangements (where applicable), and regulatory approvals. The Equity Transfer Agreement serves as the primary transaction document that governs the rights and obligations of all parties involved in the equity transfer process.

1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred

2. Background: Context of the transaction, including current ownership structure and reason for transfer

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase: Core transaction terms including the number of shares being transferred and purchase price

5. Consideration: Details of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Prerequisites that must be satisfied before completion

7. Pre-Completion Obligations: Actions required from parties between signing and completion

8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and company

10. Purchaser's Warranties: Representations and warranties given by the purchaser

11. Limitations on Liability: Scope and limitations of parties' liability under the warranties

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public statements about the transaction

14. Further Assurance: Obligation to take additional steps necessary to give effect to the agreement

15. Notices: Process for giving formal notices under the agreement

16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes

17. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability