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Share Buyback Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Buyback Agreement

"I need a Share Buyback Agreement for our private UAE mainland company to repurchase shares from a departing senior executive, with completion planned for March 2025 and payment to be made in three instalments."

Document background
A Share Buyback Agreement is a crucial document used when a UAE company wishes to repurchase its own shares from existing shareholders. This transaction type is governed by UAE Commercial Companies Law and must comply with specific local regulatory requirements, including capital maintenance rules and shareholder protection provisions. The agreement is commonly used for various corporate purposes, including capital structure optimization, excess cash utilization, or implementing employee exit arrangements. It becomes particularly important in private companies for succession planning and in public companies for market value management. The document must address unique aspects of UAE corporate law, including free zone regulations where applicable, and specific approval requirements from relevant authorities. The agreement typically includes detailed provisions on valuation mechanisms, payment terms, and completion procedures, all structured to ensure compliance with UAE legal framework.
Suggested Sections

1. Parties: Identification of the Company and the Selling Shareholder(s)

2. Background: Context of the share buyback, including company details, existing shareholding structure, and purpose of the buyback

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

4. Sale and Purchase: Core terms of the buyback including number of shares, purchase price, and payment terms

5. Conditions Precedent: Prerequisites that must be satisfied before the buyback can complete

6. Completion: Mechanics and timing of the transfer, including actions required at completion

7. Seller's Warranties: Representations and warranties from the selling shareholder regarding ownership, authority to sell, and share status

8. Company's Warranties: Representations and warranties from the company regarding authority, compliance, and financial capacity

9. Tax Provisions: Allocation of tax liabilities and responsibilities

10. Confidentiality: Obligations regarding confidential information and announcements

11. Notices: Process for formal communications between parties

12. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Regulatory Compliance: Required for listed companies or when SCA approval is needed

2. Post-Completion Obligations: Include when there are ongoing obligations after the buyback

3. Share Valuation Mechanism: Include when price is to be determined by a specific formula or valuation process

4. Shareholder Approval Process: Required when specific shareholder approvals are needed beyond board approval

5. Free Zone Requirements: Include when company is registered in a UAE free zone

6. Anti-dilution Provisions: Include when protecting remaining shareholders' interests

7. Tag-along Rights: Include when other shareholders have rights to participate in the buyback

Suggested Schedules

1. Share Details: Details of shares being bought back including share certificates and class rights

2. Completion Requirements: Detailed list of documents and actions required at completion

3. Form of Transfer Instruments: Template share transfer forms and other required documentation

4. Corporate Approvals: Copies of required board and shareholder resolutions

5. Valuation Report: Independent valuation report if required

6. Regulatory Approvals: Copies of required regulatory approvals and correspondence

7. Payment Details: Bank account and payment mechanism details

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 Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Professional Services

Energy

Transportation

Telecommunications

Construction

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Treasury

Investor Relations

Corporate Development

Risk Management

Board Secretariat

Corporate Communications

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

Finance Manager

Legal Counsel

Compliance Officer

Corporate Governance Officer

Treasury Manager

Investor Relations Director

Board Member

Company Director

Financial Controller

Risk Manager

Corporate Development Manager

Industries







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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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