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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price and Payment: Detailed price structure, payment mechanics, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Warranties: Seller's representations and warranties about the company and shares
10. Limitations on Liability: Restrictions on warranty claims and general liability caps
11. Tax Covenants: Tax-related promises and indemnities
12. Confidentiality: Obligations regarding transaction and company information
13. Announcements: Requirements for public statements about the transaction
14. Further Assurance: Obligations to take additional steps to give effect to the agreement
15. Governing Law and Jurisdiction: Qatar law as governing law and approach to dispute resolution
1. Non-Competition: Restrictions on seller's future competitive activities - relevant when seller is an individual or operating shareholder
2. Employee Matters: Specific provisions dealing with key employees - relevant when management or key staff retention is critical
3. Earn-out Provisions: Structure for additional payments based on future performance - used when price includes contingent elements
4. Break Fee: Compensation if deal fails - relevant for larger transactions or where significant costs involved
5. Foreign Investment Provisions: Special provisions required when buyer is non-Qatari - needed for foreign buyers
6. Regulatory Compliance: Additional provisions for regulated industries - needed for regulated sectors like financial services
7. Intellectual Property Rights: Specific IP-related provisions - relevant for technology or brand-focused companies
8. Real Estate Matters: Special provisions for company-owned property - relevant when real estate is material asset
1. Details of the Company: Corporate information, share capital, and shareholders
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Full set of seller's warranties about the company and business
5. Properties: Details of real estate owned or leased by the company
6. Intellectual Property: List of IP rights owned or licensed by the company
7. Material Contracts: Summary of key commercial agreements
8. Employees: Details of key employees and employment terms
9. Tax Covenant: Detailed tax indemnity provisions
10. Completion Accounts: Format and preparation requirements for completion accounts
11. Data Room Index: List of due diligence documents provided
Accounts Date
Adjustment Amount
Affiliate
Anti-Corruption Laws
Applicable Law
Business
Business Day
Buyer
Buyer's Group
Buyer's Solicitors
Claim
Completion
Completion Accounts
Completion Date
Conditions
Confidential Information
Consideration
Control
Data Room
Disclosure Letter
Encumbrance
Financial Year
Governmental Authority
Group
Group Company
Intellectual Property Rights
Key Employees
Liability
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Ministry
Notice
Parent Company
Parties
Permitted Encumbrance
Properties
Purchase Price
QAR
QFMA
Qatar Commercial Register
Related Party
Relevant Period
Representatives
Sale Shares
Seller
Seller's Group
Seller's Solicitors
Shares
Subsidiary
Target Company
Tax
Tax Authority
Tax Liability
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Limitations on Liability
Tax Covenants
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Data Protection
Anti-Corruption
Force Majeure
Assignment
Notices
Further Assurance
Costs
Severability
Entire Agreement
Amendments
Third Party Rights
Waiver
Counterparts
Governing Law
Dispute Resolution
Foreign Investment Compliance
Regulatory Compliance
Share Transfer Mechanics
Due Diligence
Employee Matters
Intellectual Property
Real Estate
Commercial Contracts
Corporate Governance
Shareholder Rights
Change of Control
Break Fee
Material Adverse Change
Termination
Survival
Financial Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Energy
Construction
Telecommunications
Professional Services
Hospitality
Transportation
Education
Media and Entertainment
Legal
Finance
Corporate Development
Compliance
Risk Management
Strategy
Corporate Secretariat
Investment
Business Development
Executive Leadership
Board of Directors
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Investment Manager
Compliance Officer
Due Diligence Officer
Corporate Development Manager
Risk Manager
Business Development Director
Commercial Director
Strategy Manager
Board Member
Managing Director
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