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Preliminary Share Purchase Agreement
"I need a Preliminary Share Purchase Agreement for the acquisition of a Dubai-based technology company, with exclusivity until March 2025, including specific provisions for intellectual property due diligence and employee retention conditions."
1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the target company and parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Basic agreement for the proposed sale and purchase of shares, subject to conditions
5. Purchase Price and Payment Terms: Indicative purchase price, payment structure, and any adjustments mechanisms
6. Due Diligence: Scope, process, and timeline for due diligence investigation
7. Conditions Precedent: Conditions that must be satisfied before proceeding to final agreement
8. Exclusivity: Terms preventing the seller from negotiating with other parties during the specified period
9. Confidentiality: Obligations regarding confidential information exchange
10. Costs: Allocation of costs and expenses
11. Notices: Process and details for formal communications between parties
12. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction
13. Language: Specification of controlling language version as per UAE requirements
14. Execution: Signature blocks and execution formalities
1. Break Fee: Provisions for payment if either party withdraws, used in larger transactions
2. Management Provisions: Interim management restrictions and requirements, relevant for complex transactions
3. Framework for Final Agreement: Outline of key terms to be included in the final SPA, used in more detailed preliminary agreements
4. Warranties: Basic warranties for preliminary stage, used when significant initial commitments are made
5. Non-Compete: Preliminary non-compete provisions, relevant when discussing sensitive business information
6. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, required for regulated industries
7. Employee Matters: Preliminary agreement on handling of employees, relevant for share purchases involving significant workforce
1. Target Company Information: Details of the target company including corporate information and shareholding structure
2. Initial Due Diligence Checklist: List of documents and information required for due diligence
3. Timetable: Proposed timeline for due diligence, negotiations, and completion
4. Form of Confidentiality Agreement: Detailed confidentiality terms if not included in main agreement
5. Indicative Terms: Summary of key commercial terms proposed for the final agreement
6. Required Consents: List of third-party and regulatory consents required
7. Excluded Assets/Liabilities: Preliminary list of any assets or liabilities to be excluded from the transaction
Authors
Financial Services
Real Estate
Technology
Manufacturing
Healthcare
Retail
Energy
Transportation
Hospitality
Construction
Professional Services
Media and Entertainment
Education
Telecommunications
Industrial
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Business Development
Investment
Compliance
Risk Management
Executive Leadership
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Investment Manager
Business Development Director
Finance Director
Company Secretary
Mergers & Acquisitions Manager
Corporate Development Manager
Investment Banker
Board Member
General Counsel
Commercial Director
Strategy Director
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