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Security Purchase Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Security Purchase Agreement

"I need a Security Purchase Agreement under Saudi Arabian law for the sale of 25,000 ordinary shares in a private technology company to a foreign institutional investor, with completion scheduled for March 2025 and including specific provisions for CMA approval and foreign ownership compliance."

Document background
The Security Purchase Agreement is a crucial document used in Saudi Arabian securities transactions to formalize the transfer of securities between parties. It serves as the primary contract documenting the sale terms, regulatory compliance requirements, and parties' obligations in accordance with Saudi law. This agreement is essential when transferring any form of securities, including shares, sukuk, or other financial instruments, and must comply with Capital Market Authority regulations, Companies Law, and Sharia principles. The document is particularly important in Saudi Arabia's evolving financial market, where increasing foreign investment and market sophistication require robust legal documentation that addresses both international standards and local regulatory requirements. The agreement includes detailed provisions for purchase mechanics, representations and warranties, conditions precedent, and completion requirements, while ensuring adherence to Saudi Arabia's unique regulatory framework.
Suggested Sections

1. Parties: Identification of the seller, purchaser, and any other relevant parties to the agreement

2. Background: Context of the transaction, including brief description of the securities and purpose of the transfer

3. Definitions: Definitions of key terms used throughout the agreement, including specific securities terminology

4. Sale and Purchase: Core transaction terms including the securities being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, method of payment, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Completion: Process and requirements for completing the transaction, including timing and location

8. Seller's Representations and Warranties: Seller's confirmations regarding ownership, authority, and status of the securities

9. Purchaser's Representations and Warranties: Purchaser's confirmations regarding authority, capacity, and compliance

10. Sharia Compliance: Confirmations and provisions ensuring compliance with Islamic law principles

11. Regulatory Compliance: Provisions ensuring compliance with CMA regulations and other applicable laws

12. Confidentiality: Obligations regarding transaction confidentiality and information handling

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

14. Governing Law and Jurisdiction: Confirmation of Saudi Arabian law as governing law and jurisdiction for disputes

15. Execution: Signature blocks and execution requirements

Optional Sections

1. Foreign Investment Provisions: Required when purchaser is a foreign investor, addressing SAGIA requirements and foreign ownership restrictions

2. Security Interest: Required when the securities are subject to any form of pledge or security interest

3. Tag-Along Rights: Optional provisions for minority shareholder protection in case of significant share transfers

4. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in the sale

5. Anti-dilution Provisions: Required for preferred securities to protect against dilution

6. Regulatory Approvals: Required when transaction needs specific regulatory approvals beyond standard requirements

7. Tax Provisions: Required when transaction has specific tax implications requiring detailed treatment

8. Intermediary Provisions: Required when transaction involves licensed intermediaries or brokers

Suggested Schedules

1. Schedule 1 - Securities Details: Detailed description of the securities being transferred, including class, rights, and restrictions

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price calculation and any adjustments

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion

4. Schedule 4 - Seller's Disclosures: Detailed disclosures against warranties and representations

5. Schedule 5 - Regulatory Compliance Checklist: List of regulatory requirements and status of compliance

6. Appendix A - Form of Transfer Instruments: Templates for share transfer forms and other transfer documentation

7. Appendix B - Corporate Approvals: Copies of required corporate approvals and resolutions

8. Appendix C - Regulatory Certificates: Copies of required regulatory certificates and 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

Banking

Investment Management

Corporate Services

Securities Trading

Private Equity

Venture Capital

Asset Management

Insurance

Real Estate Investment

Technology

Healthcare

Manufacturing

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Finance

Investment

Corporate Secretariat

Risk Management

Regulatory Affairs

Treasury

Corporate Development

Due Diligence

Securities Operations

Board Secretariat

Relevant Roles

Chief Legal Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Investment Manager

Securities Trading Manager

Corporate Secretary

Financial Director

Risk Manager

Investment Banker

Due Diligence Officer

Regulatory Affairs Manager

Transaction Manager

Portfolio Manager

Executive Director

Board Member

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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