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Company Share Transfer Agreement
"I need a Company Share Transfer Agreement for the sale of 100% shares in a Saudi manufacturing company to a German corporate buyer, with completion planned for March 2025, including provisions for foreign investment approval and employee retention."
1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names, commercial registration numbers, and registered addresses
2. Background: Context of the transaction, including company details, current shareholding structure, and purpose of the transfer
3. Definitions: Key terms used throughout the agreement, including Company, Shares, Completion Date, and other relevant definitions
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Conditions Precedent: Prerequisites that must be satisfied before the transfer can complete, including regulatory approvals and corporate authorizations
6. Completion: Details of the completion process, timing, location, and actions required by each party
7. Seller's Warranties: Representations and warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Representations and warranties regarding authority to purchase and financial capacity
9. Covenants: Ongoing obligations of the parties, including non-compete and confidentiality provisions
10. Tax Matters: Allocation of tax liabilities and responsibilities for filing requirements
11. Notices: Process and contact details for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Optional protection for minority shareholders to join in the sale on same terms - include when other shareholders retain stakes
2. Drag-Along Rights: Rights forcing minority shareholders to join the sale - include when majority shareholder is selling
3. Employee Matters: Provisions regarding retention of key employees - include when management/key personnel are crucial
4. Intellectual Property: Special provisions for IP rights - include when company has significant IP assets
5. Related Party Transactions: Provisions dealing with existing related party arrangements - include when such arrangements exist
6. Environmental Matters: Special warranties for environmental compliance - include for industries with environmental impacts
7. Foreign Investment Provisions: Additional provisions required for foreign buyers - include when buyer is non-Saudi
8. Competition Compliance: Specific provisions regarding competition law - include for large/market-significant transfers
1. Share Details: Schedule detailing the exact shares being transferred, including share certificate numbers and class rights
2. Completion Requirements: Detailed list of documents and actions required for completion
3. Warranties: Detailed warranties given by the Seller regarding the company and its business
4. Company Information: Key company details including assets, contracts, employees, and financial information
5. Encumbrances: List of any existing charges or encumbrances on the shares or company assets
6. Related Party Contracts: List of all contracts with related parties that will continue post-completion
7. Required Consents: List of third-party and regulatory consents required for the transfer
8. Disclosure Letter: Seller's disclosures against the warranties
Authors
Manufacturing
Technology
Real Estate
Healthcare
Retail
Professional Services
Financial Services
Construction
Energy
Telecommunications
Education
Hospitality
Transportation
Mining
Agriculture
Legal
Finance
Corporate Governance
Compliance
Corporate Secretariat
Mergers & Acquisitions
Business Development
Risk Management
Executive Leadership
Board of Directors
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Managing Director
Business Development Director
Investment Manager
Compliance Officer
Corporate Governance Officer
Finance Director
Board Member
General Counsel
Commercial Director
Mergers & Acquisitions Manager
Company Secretary
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