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1. Parties: Identification of the Share Contributor(s) and the Receiving Entity
2. Background: Context of the transaction, including details of the shares and purpose of contribution
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Share Contribution: Details of the shares being contributed, including number, class, and nominal value
5. Consideration: Description of what the contributor receives in exchange for the contribution
6. Completion: Process and requirements for completing the share contribution
7. Conditions Precedent: Conditions that must be satisfied before completion can occur
8. Contributor's Representations and Warranties: Statements of fact and assurances about the contributor and the contributed shares
9. Receiving Entity's Representations and Warranties: Statements of fact and assurances about the receiving entity
10. Pre-Completion Obligations: Actions required of the parties before completion
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Post-Completion Obligations: Used when parties have ongoing obligations after the contribution is completed
2. Tag-Along and Drag-Along Rights: Include when there are multiple shareholders and specific exit rights are required
3. Non-Competition and Non-Solicitation: Include when the contributor is restricted from competing activities
4. Management Provisions: Required when the contribution affects company management rights
5. Employee Matters: Include when dealing with employee shareholders or share schemes
6. Tax Matters: Detailed tax provisions when the contribution has significant tax implications
7. Further Assurance: Include when additional actions may be needed post-completion
8. Anti-Dilution Protection: Include when protecting against future share dilution is required
1. Details of the Shares: Comprehensive information about the shares being contributed
2. Completion Requirements: Detailed list of documents and actions required for completion
3. Form of Transfer Instruments: Template share transfer forms and other required documentation
4. Corporate Documents: Copies of relevant corporate authorizations and resolutions
5. Disclosure Letter: Exceptions and qualifications to the warranties
6. Shareholder Rights: Detailed description of rights attached to shares post-contribution
7. Valuation Report: Independent valuation of the shares being contributed
8. Regulatory Approvals: Copies of required governmental or regulatory approvals
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