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Share Purchase Contract Template for Saudi Arabia

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Key Requirements PROMPT example:

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."

Document background
The Share Purchase Contract is a crucial document used in Saudi Arabia when transferring ownership of shares between parties. It serves as the primary transaction document in share acquisitions, whether for partial or complete ownership transfers. The contract must comply with Saudi Arabian Companies Law, Capital Market Authority regulations (for listed companies), and Shariah principles. It typically includes detailed provisions on purchase price, payment mechanisms, warranties, representations, conditions precedent, and completion requirements. This document is particularly important given Saudi Arabia's complex regulatory environment and the need for specific approvals, especially in cases involving foreign investors or strategic sectors. The Share Purchase Contract also needs to address local requirements such as Zakat considerations, Ministry of Commerce registrations, and other regulatory compliance matters.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Real Estate

Manufacturing

Technology

Healthcare

Retail

Energy

Construction

Telecommunications

Professional Services

Transportation

Education

Hospitality

Mining

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Tax

Corporate Secretariat

Business Development

Investment

Risk Management

Board Secretariat

Due Diligence

Relevant Roles

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

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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