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Stock Sale And Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
The Stock Sale And Purchase Agreement is a crucial document used in UAE corporate transactions when transferring ownership of shares in a UAE company. It serves as the primary transaction document that captures all commercial terms, conditions, and legal obligations of the parties involved. The agreement must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, including foreign ownership restrictions where applicable. This document is particularly important as it provides protection for both buyers and sellers through detailed warranties, indemnities, and precise mechanics for closing the transaction. It typically requires involvement of legal counsel due to its complexity and the need for compliance with UAE regulatory requirements, including potential requirements for notarization and registration with relevant authorities.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
























































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Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Healthcare

Retail

Professional Services

Energy

Construction

Hospitality

Transportation

Education

Media and Entertainment

Telecommunications

Trading and Distribution

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Treasury

Tax

Business Development

Relevant Roles

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

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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