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Stock Sale Agreement
"I need a Stock Sale Agreement under Saudi Arabian law for the sale of 60% shareholding in a private manufacturing company to a foreign investor, with completion scheduled for March 2025 and including necessary CMA approvals and Shariah-compliant financing provisions."
1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including description of the company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Purchase Price and Payment: Detailed payment terms, including method and timing of payment, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Process and requirements for closing the transaction
8. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity
9. Purchaser's Warranties: Warranties regarding the purchaser's capacity and ability to complete the transaction
10. Pre-Completion Obligations: Parties' obligations between signing and completion
11. Regulatory Compliance: Compliance with Saudi laws and regulations, including CMA requirements
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability
1. Tax Matters: Detailed tax provisions, used when specific tax arrangements or indemnities are required
2. Non-Competition: Restrictions on seller's future activities, used when seller is also involved in company management
3. Transitional Services: Used when seller needs to provide ongoing services post-completion
4. Earn-out Provisions: Used when part of purchase price is contingent on future performance
5. Foreign Investment Provisions: Required when purchaser is a foreign entity
6. Employee Matters: Used when specific arrangements for key employees are part of the transaction
7. Shariah Compliance Declaration: Specific declaration of Shariah compliance, used particularly when required by parties or financing arrangements
1. Share Details: Details of shares being sold including share certificates numbers and class of shares
2. Company Information: Key details about the company including corporate registration information
3. Warranties: Detailed warranties given by the seller regarding the company and its business
4. Completion Requirements: Detailed list of documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Required Consents: List of regulatory and third-party consents required
7. Disclosed Matters: Matters disclosed against the warranties
8. Properties: Details of company's real estate assets if material to the transaction
9. Material Contracts: List and details of company's material contracts
Authors
Financial Services
Banking
Investment
Private Equity
Real Estate
Manufacturing
Technology
Healthcare
Retail
Energy
Telecommunications
Professional Services
Industrial
Consumer Goods
Construction
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Investment
Treasury
Tax
Business Development
Strategy
Corporate Finance
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Investment Manager
Mergers & Acquisitions Director
Company Secretary
Compliance Officer
Financial Controller
Business Development Director
Corporate Finance Manager
Investment Banker
Private Equity Manager
Risk Manager
Board Member
Managing Director
Transaction Manager
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