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Contract For Sale Of Shares In A Private Company
"I need a Contract For Sale Of Shares In A Private Company under Saudi law for the sale of 60% shareholding in a local technology company, with completion scheduled for March 2025 and payment in three installments."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, addresses, and commercial registration details as required under Saudi law
2. Background: Context of the transaction, description of the company whose shares are being sold, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including specific Saudi legal terminology where relevant
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership, and price
5. Purchase Price and Payment: Detailed payment terms, including payment method, currency, and any installment arrangements
6. Completion: Requirements and process for completing the transfer, including necessary regulatory approvals
7. Seller's Warranties: Warranties regarding share ownership, company status, and compliance with Saudi laws
8. Buyer's Warranties: Warranties regarding capacity to purchase and compliance with relevant regulations
9. Pre-Completion Obligations: Actions required before completion, including obtaining necessary governmental approvals
10. Confidentiality: Obligations to maintain confidentiality of the transaction and company information
11. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction of Saudi courts
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses adapted to Saudi law requirements
1. Foreign Investment Provisions: Required if buyer is non-Saudi, addressing SAGIA requirements and foreign investment regulations
2. Security Provisions: Used when payment is deferred or in installments, detailing security arrangements
3. Non-Competition: Restrictions on seller's future business activities, if agreed
4. Management Transition: Required if seller has management role in company that needs transition
5. Earn-out Provisions: Used when part of purchase price is contingent on future performance
6. Tag-Along/Drag-Along Rights: Required in partial sales where other shareholders are involved
7. Shareholder Approval: Required if company's articles or shareholders' agreement require shareholder approval
8. Regulatory Compliance: Special provisions for regulated industries requiring specific approvals
1. Share Details: Detailed description of shares being sold including share certificates numbers and class
2. Company Information: Key company details including registration, licenses, and corporate structure
3. Warranties: Detailed warranties and representations by seller regarding company and shares
4. Financial Statements: Recent financial statements and management accounts
5. Material Contracts: List and details of company's material contracts
6. Property Schedule: Details of company's real estate assets if applicable
7. Intellectual Property: List of company's IP rights and registrations
8. Employee Information: Details of key employees and employment terms
9. Outstanding Litigation: Details of any pending legal proceedings
10. Required Consents: List of third-party and regulatory consents required
Authors
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Transportation
Construction
Telecommunications
Education
Hospitality
Industrial
Agriculture
Mining
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Board of Directors
Investment
Strategy
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Company Secretary
Compliance Officer
Board Director
Managing Director
Finance Director
Business Development Manager
Corporate Development Manager
Investment Banker
Mergers & Acquisitions Manager
Risk Manager
General Counsel
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