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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."
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
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
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
Financial Services
Banking
Investment Management
Corporate Services
Securities Trading
Private Equity
Venture Capital
Asset Management
Insurance
Real Estate Investment
Technology
Healthcare
Manufacturing
Energy
Telecommunications
Legal
Compliance
Finance
Investment
Corporate Secretariat
Risk Management
Regulatory Affairs
Treasury
Corporate Development
Due Diligence
Securities Operations
Board Secretariat
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
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