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Purchase Of Shares Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Purchase Of Shares Agreement

"I need a Purchase Of Shares Agreement for acquiring 60% of a Saudi technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on the company's performance through 2025."

Document background
The Purchase Of Shares Agreement is a crucial document used in corporate transactions within Saudi Arabia when one party wishes to acquire ownership in a company through the purchase of shares from existing shareholders. This agreement is essential for both private and public company transactions, though different regulations apply to each. The document must comply with Saudi Companies Law, Capital Market Authority regulations for listed companies, and where applicable, foreign investment restrictions under Saudi law. The agreement typically includes detailed provisions about the transaction structure, purchase price mechanisms, warranties about the company's condition, and various conditions that must be met before completion. It's particularly important to note that such agreements in Saudi Arabia must consider additional regulatory requirements such as Ministry of Commerce approvals and, in certain cases, competition law clearances. The document serves as the primary record of the transaction terms and the parties' obligations, making it a critical reference point for all stakeholders involved in the share transfer process.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment details

5. Conditions Precedent: Prerequisites that must be satisfied before completion

6. Completion: Timing, location, and mechanics of the transfer process

7. Seller Warranties: Standard warranties regarding share ownership, company status, and business operations

8. Buyer Warranties: Basic warranties regarding capacity to purchase and funding

9. Pre-Completion Obligations: Obligations of parties between signing and completion

10. Post-Completion Obligations: Actions required after the transfer is completed

11. Confidentiality: Provisions regarding confidential information and announcements

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction details

14. General Provisions: Standard boilerplate clauses including severability, amendments, and counterparts

Optional Sections

1. Tax Covenants: Detailed tax-related provisions, used when specific tax risks need to be allocated

2. Non-Competition: Restrictions on seller's future business activities, used when seller remains active in the industry

3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-dependent deals

4. Employee Matters: Specific provisions regarding key employees, used when employment is a crucial aspect

5. Intellectual Property: Detailed IP provisions, used when IP is a significant asset

6. Real Estate: Specific provisions about property owned/leased by target company, used when real estate is material

7. Bank Financing: Provisions relating to external financing, used when purchase is funded by bank loans

8. Shariah Compliance: Additional provisions ensuring Shariah compliance, used when specifically required by parties

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, address, and shareholders

2. Details of the Shares: Specific information about the shares being transferred including share certificates

3. Warranties: Detailed list of all warranties given by the seller

4. Properties: List and details of all real estate owned or leased by the company

5. Intellectual Property Rights: Schedule of all IP owned or licensed by the company

6. Material Contracts: List and summary of key contracts

7. Employees: Details of key employees and their terms of employment

8. Completion Requirements: Detailed list of documents and actions required at completion

9. Form of Transfer Instruments: Templates for share transfer forms and other required documentation

10. Regulatory Approvals: List of required governmental and regulatory approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Construction

Hospitality

Education

Transportation

Mining

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Corporate Secretariat

Investment

Executive Leadership

Mergers & Acquisitions

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

General Counsel

Compliance Officer

Investment Director

Managing Director

Board Member

Financial Controller

Commercial Director

Head of Mergers & Acquisitions

Corporate Development Manager

Investment Manager

Legal Counsel

Risk Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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