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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."
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
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
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
Technology
Real Estate
Manufacturing
Financial Services
Healthcare
Retail
Energy
Transportation
Construction
Hospitality
Education
Professional Services
Media and Entertainment
Telecommunications
Industrial
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Strategy
Executive Leadership
Board of Directors
Corporate Secretariat
Tax
Business Development
Investment
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
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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