The Equity Purchase Agreement serves as the primary transaction document for acquiring ownership interests in UAE companies, whether through full or partial acquisition of shares. This document is essential when conducting corporate acquisitions in the UAE, requiring careful consideration of local laws including the UAE Commercial Companies Law, foreign ownership restrictions, and regulatory approval requirements. It typically includes detailed provisions about the transaction structure, purchase price mechanisms, warranties about the target company's condition, and various conditions that must be satisfied before completion. The agreement must be structured to comply with UAE corporate law requirements, including specific formalities for share transfers, and may need to address additional requirements if the target company operates in regulated sectors or if foreign investment is involved. Used in both private and public company transactions, though public company transactions may require additional regulatory compliance measures.
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1. Parties: Identification of the Seller(s), Purchaser(s) and the Target Company, including their full legal names and registration details as required under UAE law
2. Background: Context of the transaction, including current ownership structure and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price and Payment: Detailed price provisions, payment mechanics, and any adjustments
6. Conditions Precedent: Prerequisites to completion, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Warranties: Seller's representations and warranties about the shares and target company
10. Limitations on Liability: Restrictions on warranty claims and general liability caps
11. Confidentiality: Obligations regarding transaction and business information confidentiality
12. Announcements: Rules for public statements about the transaction
13. Further Assurance: Obligations to take additional steps needed to fulfill agreement purposes
14. Assignment: Restrictions on transfer of rights under the agreement
15. Notices: Communication procedures between parties
16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities, used when seller could compete with target business
2. Tax Covenant: Specific tax-related warranties and indemnities, needed for tax-sensitive transactions
3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-dependent pricing
4. Management Arrangements: Terms for ongoing management involvement, needed when sellers remain in management
5. Break Fee: Compensation if deal fails under specific circumstances, used in high-value/complex transactions
6. Anti-Corruption Compliance: Specific provisions regarding compliance with anti-corruption laws, important for regulated industries
7. Intellectual Property Rights: Special provisions for IP-heavy businesses or when IP requires specific treatment
8. Employee Matters: Specific provisions regarding key employees or employee transfers, important when workforce is crucial
1. Details of the Target Company: Corporate information, shareholding structure, and key corporate documents
2. Conditions Precedent: Detailed list of all conditions that must be satisfied before completion
3. Warranties: Comprehensive list of seller's warranties about the business and shares
4. Limitations on Liability: Detailed provisions regarding warranty claim limitations and procedures
5. Properties: Details of real estate owned or leased by the target company
6. Intellectual Property: List of IP rights owned or licensed by the target company
7. Material Contracts: List and summary of key commercial contracts
8. Employees: Details of key employees and employment terms
9. Completion Deliverables: List of documents and actions required at completion
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Board Resolutions: Template board resolutions for completion
12. Disclosure Letter: Seller's disclosures against the warranties
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Real Estate
Technology
Manufacturing
Healthcare
Retail
Energy
Transportation
Professional Services
Hospitality
Construction
Education
Media and Entertainment
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Business Development
Strategy
Tax
Treasury
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Director
Legal Director
Mergers & Acquisitions Director
Business Development Manager
Financial Controller
Corporate Secretary
Legal Counsel
Investment Manager
Transaction Manager
Due Diligence Manager
Compliance Officer
Risk Manager
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