The Shareholder Purchase Agreement is a crucial document used in UAE corporate transactions when transferring ownership of shares between parties. It serves as the primary contract governing share sales in private companies, whether for partial or complete ownership transfers. The agreement must comply with UAE Federal Commercial Companies Law and, where applicable, free zone regulations. It typically includes comprehensive provisions covering purchase price, payment terms, conditions precedent, warranties, and post-completion obligations. The document is particularly important in the UAE context due to specific local requirements regarding foreign ownership, corporate governance, and regulatory approvals. It may need additional provisions for companies operating in regulated sectors or free zones, and must consider Islamic finance principles where relevant.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and reason for transfer
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment mechanism
5. Conditions Precedent: Prerequisites that must be satisfied before completion
6. Completion: Timing, location, and mechanics of the transfer process
7. Seller's Warranties: Representations about the shares, company, and business
8. Purchaser's Warranties: Representations about the purchaser's capacity and authority
9. Pre-Completion Obligations: Conduct of business requirements between signing and completion
10. Confidentiality: Obligations regarding transaction and business information
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
1. Tax Covenants: Include when specific tax indemnities are required or when dealing with cross-border transactions
2. Non-Competition: Include when seller needs to be restricted from competing post-sale
3. Transitional Services: Include when seller needs to provide ongoing support post-completion
4. Islamic Finance Compliance: Include when transaction needs to comply with Shariah principles
5. Free Zone Provisions: Include when company is located in a UAE free zone
6. Foreign Ownership Compliance: Include when transaction involves foreign buyers
7. Break Fee: Include when there's agreement on compensation if deal fails
8. Employee Matters: Include when employment arrangements need to be addressed specifically
1. Share Details: Details of shares being transferred including share certificates
2. Company Information: Key details about the company including corporate documents
3. Warranties: Detailed warranties about the business and assets
4. Properties: Details of company's real estate assets
5. Intellectual Property: List of IP rights owned or used by the company
6. Material Contracts: Key commercial agreements affecting the business
7. Completion Requirements: Detailed list of completion deliverables
8. Existing Encumbrances: List of existing charges or encumbrances on shares or assets
9. Required Consents: List of third-party and regulatory approvals needed
10. Disclosure Letter: Exceptions and qualifications to warranties
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