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Stock Buy Back Agreement
"I need a Stock Buy Back Agreement for my UAE mainland private limited company to repurchase 15% of its shares from a retiring founding shareholder, with completion planned for March 2025 and payment to be made in three installments."
1. Parties: Identification of the company and the selling shareholder(s)
2. Background: Context of the agreement, including company details, share ownership, and reason for buyback
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the buyback including number of shares, price, and payment terms
5. Conditions Precedent: Requirements to be met before the buyback can proceed, including regulatory approvals
6. Completion: Process and requirements for closing the transaction
7. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances
8. Company's Warranties: Representations regarding authority to purchase and compliance with laws
9. Confidentiality: Obligations regarding non-disclosure of transaction details
10. Notices: Process for formal communications between parties
11. Governing Law and Jurisdiction: Specification of UAE law and relevant courts
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tax Provisions: Specific arrangements for handling tax implications, used when tax considerations are material to the transaction
2. Regulatory Compliance: Additional provisions for listed companies or regulated entities, used when the company is subject to SCA or other regulatory oversight
3. Shareholder Approval: Details of shareholder approval process, used when specific shareholder approval is required
4. Post-Completion Obligations: Ongoing obligations after completion, used when there are continuing obligations
5. Non-Competition: Restrictions on seller's future activities, used when seller is a significant shareholder or has operational involvement
6. Free Zone Provisions: Additional requirements for free zone companies, used when the company is established in a free zone
1. Share Details: Detailed description of shares being purchased including share certificates numbers and class of shares
2. Completion Requirements: Checklist of documents and actions required for completion
3. Form of Transfer Instrument: Template share transfer forms required by UAE law
4. Corporate Approvals: Copies of relevant board and shareholder resolutions
5. Regulatory Approvals: Copies of required regulatory consents and approvals
6. Calculation of Purchase Price: Details of share valuation and price calculation methodology
Authors
Financial Services
Technology
Real Estate
Manufacturing
Professional Services
Retail
Healthcare
Energy
Telecommunications
Construction
Trading
Family Businesses
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Investor Relations
Corporate Governance
Board Secretariat
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Finance Director
Compliance Officer
Corporate Governance Officer
Board Secretary
Investment Manager
Shareholder Relations Manager
Treasury Manager
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