The Membership Unit Purchase Agreement is a critical transaction document used when transferring ownership interests in UAE-based companies. It is particularly relevant for businesses operating under UAE law where members (shareholders) wish to sell their units to new or existing members. The agreement must comply with Federal Law No. 32 of 2021 (UAE Commercial Companies Law) and other relevant regulations, especially regarding foreign ownership restrictions and local partner requirements. It typically includes detailed provisions on purchase price, payment mechanisms, warranties, pre-completion obligations, and completion requirements. The document is essential for both domestic and international transactions, requiring careful consideration of UAE commercial laws and potentially free zone regulations if the company operates in a free zone. This agreement type is commonly used in corporate restructuring, exit strategies, or investment transactions.
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Key Requirements PROMPT example:
Membership Unit Purchase Agreement
"I need a Membership Unit Purchase Agreement for the sale of 60% membership units in our UAE-based technology company to a foreign investor, with completion scheduled for March 2025 and including specific provisions for technology asset transfer and intellectual property rights."
1. Parties: Identification of Seller(s), Purchaser(s), and the Company
2. Background: Context of the transaction and company information
3. Definitions and Interpretation: Key terms and interpretation rules
4. Sale and Purchase: Core transaction terms including units being sold and purchase price
5. Purchase Price and Payment: Payment terms, method, and timing
6. Completion: Closing mechanics and requirements
7. Seller's Warranties: Warranties regarding ownership, authority, and company status
8. Purchaser's Warranties: Warranties regarding authority and capacity to purchase
9. Pre-Completion Obligations: Parties' obligations before closing
10. Conditions Precedent: Requirements to be met before completion
11. Confidentiality: Confidentiality obligations and permitted disclosures
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate clauses
14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
1. Foreign Ownership Compliance: Required when purchaser is non-UAE national, addressing ownership restrictions
2. Free Zone Requirements: Required for companies in free zones, addressing specific regulatory requirements
3. Tag-Along Rights: Optional protection for minority shareholders
4. Drag-Along Rights: Optional mechanism for majority shareholders
5. Non-Competition: Restrictions on seller's future competitive activities
6. Employee Matters: Required when transfer affects key employees or management
7. Intellectual Property Rights: Required when company has significant IP assets
8. Tax Matters: Required for complex transactions or when foreign tax implications exist
9. Earn-out Provisions: Optional structure for performance-based additional payments
1. Company Information: Details of company structure, registration, and licenses
2. Membership Units Details: Specific description of units being transferred
3. Warranties: Detailed warranties and representations
4. Company Assets: List of material company assets
5. Encumbrances: Details of any existing charges or encumbrances
6. Required Consents: List of third-party consents needed
7. Completion Requirements: Detailed closing checklist and requirements
8. Form of Transfer Instruments: Template transfer documents required under UAE law
9. Disclosure Letter: Seller's disclosures against warranties
Authors
Relevant legal definitions
Agreement
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Governmental Authority
Long Stop Date
Material Adverse Change
Membership Units
Ministry of Economy
Purchase Price
Purchaser
Related Party
Relevant Authority
Representatives
Seller
Signing Date
Tax
Transaction Documents
Transfer Instruments
UAE
UAE Commercial Companies Law
Warranties
Economic Department
Escrow Account
Escrow Agent
Financial Statements
Intellectual Property Rights
Losses
Material Contracts
Memorandum of Association
Notary Public
Permitted Encumbrances
Register of Members
Related Persons
Trade License
Working Hours
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Governmental Authority
Long Stop Date
Material Adverse Change
Membership Units
Ministry of Economy
Purchase Price
Purchaser
Related Party
Relevant Authority
Representatives
Seller
Signing Date
Tax
Transaction Documents
Transfer Instruments
UAE
UAE Commercial Companies Law
Warranties
Economic Department
Escrow Account
Escrow Agent
Financial Statements
Intellectual Property Rights
Losses
Material Contracts
Memorandum of Association
Notary Public
Permitted Encumbrances
Register of Members
Related Persons
Trade License
Working Hours
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Purchaser Warranties
Company Warranties
Limitation of Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Costs and Expenses
Time of Essence
Waiver
Third Party Rights
Counterparts
Good Faith
Language
Authority and Capacity
Foreign Ownership Compliance
Regulatory Compliance
Tax Matters
Anti-Money Laundering
Data Protection
Power of Attorney
Survival
Announcements
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Purchaser Warranties
Company Warranties
Limitation of Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Costs and Expenses
Time of Essence
Waiver
Third Party Rights
Counterparts
Good Faith
Language
Authority and Capacity
Foreign Ownership Compliance
Regulatory Compliance
Tax Matters
Anti-Money Laundering
Data Protection
Power of Attorney
Survival
Announcements
Relevant Industries
Technology
Real Estate
Manufacturing
Professional Services
Healthcare
Retail
Financial Services
Construction
Energy
Hospitality
Education
Transportation
Media and Entertainment
Consumer Goods
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Risk Management
Corporate Secretariat
Investment
Executive Leadership
Mergers & Acquisitions
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Company Secretary
Compliance Officer
Finance Director
Private Equity Manager
Mergers & Acquisitions Director
Corporate Governance Officer
Risk Manager
Board Member
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