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Company Acquisition Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Company Acquisition Agreement

"I need a Company Acquisition Agreement for purchasing a technology company based in Dubai Silicon Oasis Free Zone, with completion planned for March 2025; the agreement should include specific provisions for intellectual property transfer and employee retention incentives."

Document background
The Company Acquisition Agreement is a fundamental transaction document used in mergers and acquisitions in the United Arab Emirates. It is essential when one company intends to acquire another through either a share purchase or asset purchase mechanism. The agreement must comply with UAE Federal Commercial Companies Law and other relevant regulations, including foreign ownership restrictions and specific free zone requirements where applicable. The document typically includes detailed provisions covering purchase price mechanisms, warranties, indemnities, conditions precedent, and completion requirements. It's particularly important to address UAE-specific elements such as local sponsorship requirements (if applicable), economic substance regulations, and necessary governmental approvals. The agreement serves as the primary transaction document and forms the basis for all ancillary documentation required to effect the transfer of ownership under UAE law.
Suggested Sections

1. Parties: Identification of the Seller(s), Buyer(s) and the Target Company, including registration details as required under UAE law

2. Background: Context of the transaction, including current ownership structure and purpose of the acquisition

3. Definitions and Interpretation: Defined terms and interpretation rules, including Arabic/English language provisions

4. Sale and Purchase: Core transaction terms including shares/assets being transferred and basic consideration structure

5. Purchase Price and Payment: Detailed purchase price calculation, payment mechanisms, and any adjustments

6. Conditions Precedent: Required approvals, consents and conditions including regulatory clearances specific to UAE

7. Pre-Completion Obligations: Seller's obligations regarding business operation before completion, including compliance with UAE laws

8. Completion: Completion mechanics, deliverables, and timing, including requirements for local authorities

9. Warranties: Seller's warranties about the business, company status, and compliance with UAE laws

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Matters: Tax-related provisions including VAT and other UAE tax considerations

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Announcements: Rules for public announcements and regulatory disclosures

14. Further Assurance: Obligations to execute further documents and take necessary actions

15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

Optional Sections

1. Non-Competition: Required when seeking to restrict seller's future competitive activities, subject to UAE competition law restrictions

2. Employee Matters: Detailed provisions about employee transfers and benefits, needed when significant workforce is involved

3. Real Estate: Specific provisions for real estate assets, required when target owns significant property assets

4. Intellectual Property: Detailed IP provisions, needed when target has significant IP assets

5. Environmental Matters: Required when target operates in industries with environmental impacts

6. Data Protection: Needed when target handles significant personal data

7. Anti-corruption: Detailed compliance provisions, particularly important for regulated industries

8. Transitional Services: Required when seller needs to provide post-completion services

9. Escrow Arrangements: Needed when part of consideration is held in escrow

10. Foreign Investment Provisions: Required when transaction involves foreign buyers and UAE ownership requirements

Suggested Schedules

1. Target Company Details: Detailed information about target company structure and shareholding

2. Properties: List and details of real estate assets

3. Intellectual Property Rights: Schedule of IP assets and registrations

4. Key Contracts: List of material contracts and agreements

5. Employee Information: Details of employees and their terms of employment

6. Warranties: Detailed warranty schedule

7. Completion Deliverables: List of documents and actions required at completion

8. Form of Resignation Letters: Template resignation letters for outgoing officers

9. Form of Board Resolutions: Template board resolutions for completion

10. Disclosure Letter: Seller's disclosures against warranties

11. Purchase Price Adjustment Mechanism: Detailed calculations and procedures for price adjustments

12. Required Regulatory Approvals: List of required government and regulatory approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































Clauses






























Relevant Industries

Technology

Real Estate

Manufacturing

Financial Services

Healthcare

Retail

Energy

Transportation

Construction

Hospitality

Education

Professional Services

Media and Entertainment

Telecommunications

Industrial

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Strategy

Executive Leadership

Board of Directors

Corporate Secretariat

Tax

Business Development

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Legal Director

Finance Director

Business Development Manager

Corporate Secretary

Compliance Officer

Risk Manager

Strategy Director

Investment Manager

Board Member

Managing Director

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Company Acquisition Agreement

A UAE law-governed agreement setting out terms and conditions for acquiring a company, including all necessary regulatory and compliance elements specific to the UAE jurisdiction.

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