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Stock Sale And Purchase Agreement
"I need a Stock Sale and Purchase Agreement for the sale of 60% shareholding in a UAE mainland technology company to a foreign investor, with special provisions for intellectual property protection and employee retention incentives."
1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being sold
2. Background: Context of the transaction, including description of the Company and the shares being sold
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics and requirements for closing the transaction, including required documents and procedures
8. Seller's Warranties: Representations and warranties regarding the shares, company, and seller's authority
9. Buyer's Warranties: Representations and warranties regarding buyer's authority and ability to complete the transaction
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability
14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes
1. Tax Covenants: Specific provisions dealing with tax liabilities and indemnities, particularly relevant with new UAE corporate tax regime
2. Non-Competition: Restrictions on seller's future competitive activities, if selling entire shareholding
3. Transitional Services: Arrangements for post-completion services by seller, relevant for operational continuity
4. Employee Matters: Specific provisions regarding key employees or employee arrangements
5. Intellectual Property: Special provisions for companies where IP is a key asset
6. Real Estate: Special provisions for companies with significant real estate holdings
7. Bank Financing: Provisions related to third-party financing of the purchase price
8. Foreign Investment Provisions: Additional provisions required for foreign buyers under UAE FDI laws
1. Share Details: Details of the shares being sold including share certificates numbers and shareholding history
2. Company Information: Key details about the Company including corporate information and licenses
3. Warranties: Detailed warranties about the Company, its business and assets
4. Properties: List and details of Company's real estate assets
5. Intellectual Property: Schedule of Company's IP rights
6. Material Contracts: List and details of key commercial contracts
7. Employees: List of employees and their key terms of employment
8. Completion Documents: List of documents required for completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Form of Board Resolutions: Template board resolutions approving the share transfer
Authors
Financial Services
Real Estate
Technology
Manufacturing
Healthcare
Retail
Professional Services
Energy
Construction
Hospitality
Transportation
Education
Media and Entertainment
Telecommunications
Trading and Distribution
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Treasury
Tax
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Investment Manager
Mergers & Acquisitions Director
Company Secretary
Finance Director
Business Development Director
Compliance Officer
Corporate Finance Manager
Due Diligence Manager
Transaction Manager
Risk Manager
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