The Sales Of Shares Agreement is a crucial document used in UAE corporate transactions when transferring ownership of shares from one party to another. It is essential for both private and public company transactions, though different regulations may apply depending on the company type. The agreement must comply with UAE Federal Law No. 32 of 2021 and other relevant regulations, including foreign ownership restrictions where applicable. This document typically includes detailed provisions on purchase price, payment mechanisms, warranties, indemnities, conditions precedent, and completion requirements. It's particularly important in the UAE context where specific formalities must be observed for share transfers, including potential requirements for notarization and registration with relevant authorities.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, description of the target company and shares being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of shares
5. Purchase Price: Specification of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Seller Warranties: Warranties given by the seller regarding the shares and the target company
10. Buyer Warranties: Warranties given by the buyer regarding authority and capacity to purchase
11. Limitations on Liability: Limitations on the parties' liability under the warranties and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Restrictions and requirements for public announcements about the transaction
14. Further Assurance: Obligation to take further actions necessary to give effect to the agreement
15. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Tax Covenant: Detailed tax-related warranties and indemnities, used when tax exposure is a significant concern
2. Non-Competition: Restrictions on seller's competing activities, used when seller could compete with target company
3. Intellectual Property: Specific provisions regarding IP rights, used when IP is a significant asset
4. Employee Matters: Provisions regarding employees and their rights, used when employment issues are material
5. Real Estate: Specific provisions regarding property owned/leased by target company, used when real estate is material
6. Regulatory Approvals: Details of required regulatory approvals, used when specific sector regulations apply
7. Earn-out Provisions: Structure for additional payments based on future performance, used when part of consideration is contingent
8. Break Fee: Provisions for payment if deal fails, used in higher-value transactions
9. Environmental Matters: Environmental warranties and indemnities, used when target company has environmental exposures
1. Details of the Target Company: Corporate information, shareholding structure, and key details of the target company
2. Details of the Shares: Specific details of shares being sold including share certificates numbers and class rights
3. Purchase Price Calculation: Detailed methodology for calculating the final purchase price including any adjustments
4. Completion Obligations: Detailed list of documents and actions required at completion
5. Warranties: Full list of warranties given by the seller
6. Properties: Details of all real estate owned or leased by the target company
7. Intellectual Property: List of all IP owned or licensed by the target company
8. Material Contracts: List and details of key contracts of the target company
9. Employees: Details of employees including key terms of employment
10. Disclosed Matters: List of matters disclosed against the warranties
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