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Share Purchase Contract
"I need a Share Purchase Contract governed by Saudi Arabian law for the acquisition of 60% shares in a technology company by a foreign investor, including necessary foreign investment provisions and regulatory approval requirements, with completion planned for March 2025."
1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and registration details as per Saudi requirements
2. Background: Context of the transaction, description of the target company and its share capital structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including reference to Shariah principles
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred
5. Purchase Price: Price, payment terms, and any adjustments
6. Conditions Precedent: Prerequisites for closing, including regulatory approvals and corporate authorizations
7. Completion: Closing mechanics, timing, and deliverables
8. Seller's Warranties: Standard and specific warranties regarding the shares and the company
9. Buyer's Warranties: Warranties from the buyer, including capacity and authority
10. Pre-Completion Obligations: Obligations of parties between signing and closing
11. Tax and Zakat Matters: Allocation of tax and Zakat liabilities and related indemnities
12. Confidentiality: Confidentiality obligations of all parties
13. Notices: Process for serving notices under the agreement
14. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms
1. Non-Competition and Non-Solicitation: Required when protecting business interests from seller's future activities
2. Break Fee: Include when there's a need to ensure commitment to the transaction
3. Earn-out Provisions: When part of purchase price is contingent on future performance
4. Management Provisions: When seller continues involvement in management
5. Foreign Investment Provisions: Required when buyer is a foreign entity
6. Shareholder Rights: When seller retains partial ownership
7. Anti-corruption Compliance: Particularly important for international transactions
8. Data Protection: When transaction involves significant personal data transfer
1. Details of the Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties about the company and its business
3. Properties: List of real estate owned or leased by the company
4. Intellectual Property: Schedule of IP rights owned or licensed by the company
5. Material Contracts: List of key commercial contracts
6. Employees: Key employment terms and employee benefits
7. Completion Deliverables: List of documents required at closing
8. Form of Resignation Letters: Template resignation letters for departing directors
9. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals
10. Corporate Structure: Pre and post-completion corporate structure charts
Authors
Financial Services
Real Estate
Manufacturing
Technology
Healthcare
Retail
Energy
Construction
Telecommunications
Professional Services
Transportation
Education
Hospitality
Mining
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Corporate Secretariat
Business Development
Investment
Risk Management
Board Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Mergers & Acquisitions Manager
Business Development Director
Finance Manager
Compliance Officer
Due Diligence Manager
Transaction Advisory Manager
Board Member
Managing Director
Investment Banker
Corporate Lawyer
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