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Agreement For Sale And Purchase Of Shares
"I need an Agreement For Sale And Purchase Of Shares for a Saudi-registered technology company where a foreign corporate buyer is acquiring 75% of shares from multiple individual sellers, with completion planned for March 2025, including specific provisions for technology transfer and regulatory approvals."
1. Parties: Identification of the Seller(s), Buyer(s) and the Target Company, including full legal names and registration details
2. Background: Context of the transaction, description of the Target Company and the purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including details of shares being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, currency, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Seller's Warranties: Warranties regarding the shares, target company, and seller's capacity
10. Buyer's Warranties: Warranties regarding buyer's capacity and authority
11. Limitations on Liability: Limitations on warranty claims and general liability
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
15. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes
1. Tax Covenants: Detailed tax-related provisions, used when specific tax risks need to be allocated
2. Non-Competition: Restrictions on seller's future competitive activities, used when seller could compete with target business
3. Transitional Services: Provisions for post-completion services by seller, used when target company relies on seller's services
4. Regulatory Compliance: Specific provisions for regulated industries or foreign investment requirements
5. Employee Matters: Specific provisions regarding key employees or employee transfers
6. Earn-out Provisions: Additional payment terms based on future performance, used when price includes contingent payments
7. Break Fee: Provisions for payment if transaction fails, used in high-value or complex transactions
8. Environmental Matters: Specific provisions for environmental liabilities, used for companies with environmental risks
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Conditions Precedent: Detailed list of all conditions precedent
3. Warranties: Detailed warranties about the business, assets, and liabilities
4. Properties: Details of all real estate owned or leased by the target company
5. Intellectual Property: List of all IP rights owned or licensed by the target company
6. Material Contracts: List and details of key contracts
7. Employee Information: Details of employees, benefits, and employment terms
8. Completion Deliverables: List of all documents and items to be delivered at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Form of Board Resolutions: Template board resolutions for completion
Authors
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Transportation
Telecommunications
Professional Services
Construction
Education
Hospitality
Mining
Agriculture
Legal
Finance
Compliance
Corporate Development
Mergers & Acquisitions
Strategy
Risk Management
Corporate Secretariat
Treasury
Tax
Board of Directors
Executive Management
Investment
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Head of Mergers & Acquisitions
Investment Director
Legal Director
Finance Director
Compliance Officer
Business Development Manager
Corporate Lawyer
Investment Banker
Board Member
Managing Director
Company Secretary
Risk Manager
Strategy Director
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