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Sale Of Shares Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Sale Of Shares Agreement

"I need a Sale Of Shares Agreement for the sale of 60% shareholding in a Saudi technology company to a foreign investor, with completion planned for March 2025, including specific provisions for technology transfer and protection of intellectual property."

Document background
A Sale Of Shares Agreement is a crucial document used when transferring ownership of shares in a company from one party to another in Saudi Arabia. It is particularly important in mergers and acquisitions, corporate restructuring, and investment transactions. The agreement must comply with Saudi Arabian Companies Law, Capital Market Authority regulations (if applicable), and other relevant legislative requirements. The document typically includes detailed provisions about the shares being sold, purchase price, payment mechanisms, warranties about the company's condition, and various protections for both buyer and seller. For foreign investors, additional considerations regarding Foreign Investment Law compliance may be necessary. The agreement should be structured to ensure enforceability under Saudi law and, where required, compliance with Shariah principles.
Suggested Sections

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

2. Background: Context of the transaction, description of the company whose shares are being sold, and current ownership structure

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 terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Completion: Mechanics of completion, including timing, location, and actions required

7. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity

8. Buyer's Warranties: Warranties regarding buyer's capacity and ability to complete

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

10. Confidentiality: Obligations regarding confidential information

11. Announcements: Requirements for public statements about the transaction

12. Notices: Process for formal communications between parties

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

14. General Provisions: Standard boilerplate clauses including entire agreement, variations, waivers

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 activities, used when seller might compete

3. Transitional Services: Used when seller needs to provide ongoing services post-completion

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. Shariah Compliance: Specific provisions ensuring compliance with Shariah principles, used when required by parties

7. Foreign Investment Provisions: Used when transaction involves foreign investors

8. Break Fee: Used in larger transactions where abort costs need to be allocated

Suggested Schedules

1. Details of the Company: Corporate information, shareholding structure, and key details

2. Conditions Precedent: Detailed list of all conditions to be satisfied

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

4. Warranties: Full set of warranties given by the seller

5. Properties: Details of company's real estate assets

6. Intellectual Property: List of IP owned or licensed by the company

7. Material Contracts: List and details of key contracts

8. Employee Information: Details of key employees and employment terms

9. Data Room Index: Index of due diligence materials provided

10. Disclosure Letter: Specific disclosures against warranties

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

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Construction

Mining

Agriculture

Education

Transportation

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Executive Leadership

Treasury

Tax

Human Resources

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Finance Director

Managing Director

Head of Mergers & Acquisitions

Investment Manager

Compliance Officer

Board Director

Commercial Director

Chief Operating Officer

Corporate Development Manager

Risk Manager

Transaction 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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