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Share Sale And Purchase Agreement

Share Sale And Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement under UAE law for the sale of 100% shares in a technology company, with completion planned for March 2025 and including standard warranties and indemnities for a tech business."

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Document background
The Share Sale and Purchase Agreement (SPA) is a fundamental document used in UAE corporate transactions for transferring ownership of shares between parties. It is essential for both private and public company transactions, though additional requirements apply for listed companies. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and related regulations, particularly regarding foreign ownership restrictions and corporate governance requirements. The SPA typically includes detailed provisions on purchase price mechanics, conditions precedent (including regulatory approvals), warranties and indemnities, completion mechanics, and post-completion obligations. It is commonly used in various contexts including corporate restructurings, private equity investments, family business successions, and strategic acquisitions.
Suggested Sections

1. Parties: Identification of the Seller(s) and Purchaser(s), including full legal names and address details as required under UAE law

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

3. Definitions and Interpretation: Defined terms and interpretation rules, including Arabic/English language provisions

4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership, and class of shares being transferred

5. Purchase Price: Consideration amount, payment terms, and any adjustments

6. Conditions Precedent: Pre-completion requirements including regulatory approvals and corporate authorizations required under UAE law

7. Completion: Mechanics of closing, including required documentation and processes under UAE law

8. Seller's Warranties: Standard and UAE-specific warranties regarding the shares, company, and business

9. Purchaser's Warranties: Warranties from the purchaser, including capacity and authority to purchase

10. Limitations on Liability: Scope and limitations of warranties and indemnities

11. Pre-Completion Obligations: Conduct of business requirements between signing and completion

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Announcements: Requirements for public statements and notifications

14. Further Assurance: Obligations to execute further documents and take additional steps

15. Assignment: Restrictions on transfer of rights under the agreement

16. Notices: Process for formal communications between parties

17. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

Optional Sections

1. Tax Covenant: Specific tax-related warranties and indemnities, required if target company has significant tax exposure

2. Non-Competition: Restrictions on seller's competing activities, relevant when seller has significant market knowledge

3. Transitional Services: Arrangements for post-completion services, needed if seller provides critical services to target

4. Employee Matters: Specific provisions regarding employees and UAE labor law compliance, relevant for companies with significant workforce

5. Intellectual Property Rights: Specific IP-related provisions, important for technology or brand-focused companies

6. Real Estate: Specific provisions regarding property holdings, relevant if company owns/leases significant real estate

7. Environmental Matters: Environmental warranties and indemnities, relevant for industrial or manufacturing businesses

8. Anti-corruption Compliance: Enhanced compliance provisions, particularly important for regulated industries or government-linked entities

Suggested Schedules

1. Details of the Company: Corporate information including share capital, shareholders, and corporate documents

2. Conditions Precedent: Detailed list of conditions to be satisfied before completion

3. Completion Requirements: Detailed closing checklist and required documents

4. Warranties: Detailed warranties relating to the company and business

5. Properties: Details of owned and leased properties

6. Intellectual Property: Schedule of IP rights and registrations

7. Material Contracts: List and details of key commercial agreements

8. Employees: Key employee information and benefits

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Form of Board Resolutions: Template board resolutions approving the transfer

11. Disclosure Letter: Exceptions and qualifications to warranties

12. Form of Power of Attorney: Template POA for share transfer procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Education

Professional Services

Energy

Transportation

Hospitality

Construction

Media and Entertainment

Telecommunications

Industrial

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Risk Management

Corporate Secretariat

Treasury

Tax

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Investment Director

Mergers & Acquisitions Manager

Company Secretary

Finance Director

Business Development Director

Strategy Director

Commercial Director

Risk Manager

Compliance Officer

Board Member

Managing Director

Private Equity Manager

Transaction Manager

Industries








Teams

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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