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1. Parties: Identification of the withdrawing shareholder, remaining shareholders, and the company
2. Background: Context of the withdrawal, including current shareholding structure and reason for withdrawal
3. Definitions: Key terms used throughout the agreement
4. Share Ownership Confirmation: Statement of current shareholding and confirmation of legal title
5. Withdrawal Terms: Core terms of the withdrawal including effective date and process
6. Share Valuation: Agreed methodology for valuing the shares and determination of purchase price
7. Payment Terms: Structure and timing of payment for the shares
8. Completion Mechanics: Steps to be taken to complete the withdrawal and transfer of shares
9. Warranties and Representations: Standard warranties from both withdrawing and remaining shareholders
10. Confidentiality: Obligations regarding confidential information
11. Non-Compete and Non-Solicitation: Restrictions on the withdrawing shareholder's future activities
12. Release and Waiver: Mutual release of claims post-withdrawal
13. Governing Law and Jurisdiction: Confirmation of UAE law application and dispute resolution mechanism
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Earn-Out Provisions: Used when part of the withdrawal payment is contingent on future performance
2. Installment Payment Structure: Included when the purchase price is to be paid in installments
3. Continuing Obligations: Required when the withdrawing shareholder maintains certain responsibilities post-withdrawal
4. Tax Provisions: Necessary when specific tax implications need to be addressed
5. Intellectual Property Rights: Include when IP ownership or licenses need to be addressed
6. Outstanding Loans and Liabilities: Required when there are shareholder loans or personal guarantees to be addressed
7. Management Transition: Needed when the withdrawing shareholder holds management positions
8. Free Zone Specific Provisions: Required for companies operating in UAE free zones
1. Schedule 1 - Share Certificate Details: Details of share certificates being transferred
2. Schedule 2 - Valuation Report: Independent valuation report or agreed valuation calculations
3. Schedule 3 - Payment Schedule: Detailed payment terms and dates if applicable
4. Schedule 4 - Company Assets and Liabilities: Current financial position of the company
5. Schedule 5 - Required Corporate Approvals: List of necessary approvals and resolutions
6. Appendix A - Share Transfer Forms: Required transfer documentation for UAE authorities
7. Appendix B - Resignation Letters: Template resignation letters from relevant positions
8. Appendix C - Release Documentation: Forms for release from guarantees and obligations
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