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The Shareholder Separation Agreement is a crucial document used when a shareholder wishes to exit a company in the UAE, whether due to retirement, strategic differences, or other business reasons. It operates within the framework of UAE Federal Law No. 32 of 2021 and related commercial regulations, providing a structured approach to shareholder exits. The document typically includes detailed provisions for share valuation, transfer mechanics, payment terms, continuing obligations, and post-separation restrictions. It serves to protect all parties' interests while ensuring compliance with UAE corporate governance requirements and addressing potential future disputes. This agreement is particularly important in the UAE context where corporate relationships often involve complex cross-cultural considerations and specific local legal requirements.

1. Parties: Identification of all parties to the agreement including the departing shareholder, remaining shareholders, and the company

2. Background: Recitals explaining the current shareholding structure, reason for separation, and context of the agreement

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

4. Share Transfer Terms: Details of the shares being transferred, including quantity, class, and nominal value

5. Purchase Price and Payment: Specification of the purchase price, payment terms, and payment mechanism

6. Completion Requirements: Steps required to complete the separation, including documentation and regulatory requirements

7. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and share ownership

8. Release and Waiver: Mutual release of claims and obligations between the parties post-separation

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Non-Compete and Non-Solicitation: Restrictions on the departing shareholder's future business activities

11. Tax Matters: Allocation of tax responsibilities and obligations

12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability