The Simple Merger Agreement is a fundamental legal document used when two companies intend to combine their operations under UAE law. This document is particularly relevant in the UAE's dynamic business environment, where corporate consolidation is common across various sectors. The agreement must comply with Federal Law No. 32 of 2021 and other relevant UAE regulations, making it essential for both domestic and cross-border mergers. The Simple Merger Agreement typically includes detailed provisions for corporate restructuring, asset transfer, employee transitions, and regulatory compliance, while considering UAE-specific requirements such as foreign ownership restrictions and economic substance rules. It serves as the primary framework for merger transactions, whether involving private companies, family businesses, or listed entities, and can be adapted to various transaction sizes and complexities while maintaining compliance with UAE legal requirements.
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1. Parties: Identification of the merging entities and their legal status under UAE law
2. Background: Context of the merger and brief description of the companies involved
3. Definitions: Key terms used throughout the agreement, including UAE-specific legal terminology
4. The Merger: Core transaction structure, merger mechanism, and resulting entity details
5. Consideration: Details of the merger consideration, including share exchange ratios or payment terms
6. Conditions Precedent: Required approvals, including regulatory clearances under UAE law
7. Pre-Completion Obligations: Conduct of business requirements before closing, including compliance with UAE regulations
8. Completion: Closing mechanics and requirements under UAE law
9. Post-Completion Obligations: Integration requirements and post-merger compliance obligations
10. Representations and Warranties: Standard and UAE-specific warranties from both parties
11. Indemnification: Compensation mechanisms for breach of agreement terms
12. Termination: Circumstances allowing agreement termination and consequences
13. Governing Law and Jurisdiction: Confirmation of UAE law governance and dispute resolution mechanism
14. General Provisions: Standard boilerplate clauses adapted to UAE legal requirements
1. Employee Matters: Detailed provisions for employee transfers and protection (required if significant workforce is involved)
2. Tax Matters: Specific tax structuring and obligations (important for cross-emirate or international mergers)
3. Intellectual Property: IP transfer and protection provisions (needed if significant IP assets are involved)
4. Competition Compliance: Detailed competition law compliance provisions (required for larger mergers requiring UAE competition clearance)
5. Foreign Investment Provisions: Special provisions for foreign ownership and compliance (needed for cross-border mergers)
6. Shareholder Approval Process: Detailed shareholder approval requirements (needed for public companies or complex ownership structures)
7. Islamic Finance Compliance: Provisions ensuring Shariah compliance (if required by parties or financing structure)
1. Schedule 1 - Merger Plan: Detailed plan of merger as required by UAE Commercial Companies Law
2. Schedule 2 - Company Information: Detailed corporate information of merging entities
3. Schedule 3 - Assets and Liabilities: Comprehensive list of assets and liabilities being transferred
4. Schedule 4 - Required Consents: List of regulatory and third-party consents required
5. Schedule 5 - Employee Information: Details of transferring employees and employment terms
6. Schedule 6 - Completion Requirements: Detailed closing checklist and requirements
7. Schedule 7 - Warranties: Detailed warranties and disclosures
8. Schedule 8 - Property Schedule: Details of real estate and property rights involved in the merger
9. Appendix A - Form of Transfer Instruments: Template documents for asset transfers
10. Appendix B - Corporate Resolutions: Required board and shareholder resolutions
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