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Sale And Purchase Agreement Of Shares
"I need a Sale And Purchase Agreement Of Shares for the acquisition of 60% shareholding in a Saudi technology company by a UAE-based corporate buyer, with completion scheduled for March 2025 and including specific warranties about intellectual property rights and employee retention."
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 Company, and current ownership structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
6. Completion: Mechanics and timing of completion, including actions required by each party
7. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity
8. Buyer's Warranties: Warranties regarding buyer's capacity and funding
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Confidentiality: Obligations regarding transaction confidentiality and announcements
11. Notices: Process for giving notices under the agreement
12. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and assignment
13. Governing Law and Jurisdiction: Saudi law as governing law and jurisdiction of Saudi courts
1. Tax Covenants: Specific provisions dealing with tax liabilities, used when tax exposure is a significant concern
2. Non-Competition: Restrictions on seller's future business activities, used when seller might compete
3. Transitional Services: Arrangements for post-completion services by seller, used when business continuity requires seller's involvement
4. Employee Matters: Specific provisions regarding employees, used when employment issues are material
5. Intellectual Property: Special IP provisions, used when IP is a material asset
6. Related Party Contracts: Provisions dealing with existing related party arrangements, used when such arrangements exist
7. Break Fee: Provisions for payment if deal fails, used in higher-risk transactions
8. Foreign Investment Provisions: Additional provisions required for foreign investors, used when buyer is non-Saudi
1. Share Details: Details of shares being transferred including share certificates numbers
2. Company Information: Key details about the company including corporate documents
3. Warranties: Detailed warranties about the company and its business
4. Completion Requirements: Detailed list of completion deliverables and requirements
5. Properties: Details of company's real estate assets if material
6. Material Contracts: List and details of important company contracts
7. Intellectual Property: Schedule of company's IP rights if material
8. Employee Information: Details of key employees and employment terms
9. Completion Accounts: Form of completion accounts and accounting principles
10. Disclosed Matters: Matters disclosed against the warranties
Authors
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Retail
Energy
Transportation
Telecommunications
Professional Services
Construction
Education
Hospitality
Mining
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Board Secretariat
Risk Management
Corporate Strategy
Investment
Treasury
Tax
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Head of Mergers & Acquisitions
Investment Director
Business Development Manager
Financial Controller
Compliance Officer
Board Member
Managing Director
Transaction Manager
Legal Counsel
Investment Manager
Corporate Development Officer
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