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Agreement For Transfer Of Shares
"I need an Agreement For Transfer Of Shares to document the sale of 40% shareholding in our Saudi family-owned manufacturing company to a foreign investor, with completion planned for March 2025, including provisions for board representation and dividend rights."
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and details as required under Saudi law
2. Background: Context of the transaction, description of the Company, and current shareholding structure
3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, percentage, and share class
5. Consideration: Purchase price, payment terms, and any adjustments
6. Conditions Precedent: Required approvals, consents, and other conditions that must be satisfied before closing
7. Completion: Completion mechanics, timing, and required actions by each party
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company-related matters
9. Buyer's Warranties: Warranties regarding authority to purchase and ability to pay
10. Pre-Completion Obligations: Obligations of parties between signing and completion
11. Confidentiality: Provisions regarding confidential information and announcements
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction provisions
14. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Tax Covenants: Include when specific tax arrangements or indemnities are required
2. Non-Competition: Include when seller needs to be restricted from competing post-sale
3. Transitional Services: Include when seller will provide continued services to company post-completion
4. Break Fee: Include when parties want to specify compensation for transaction failure
5. Management Arrangements: Include when there are specific agreements about post-completion management
6. Intellectual Property Rights: Include when IP transfer or licensing is part of the transaction
7. Employee Matters: Include when specific employee-related arrangements are part of the deal
8. Shareholder Approval: Include when other shareholders have specific rights or approvals are needed
1. Share Details: Details of shares being transferred including share certificates numbers
2. Company Information: Key details about the company including corporate documents and licenses
3. Warranties: Detailed warranties and representations by the seller
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Corporate Approvals: Copies of required corporate and regulatory approvals
6. Encumbrances: List of any existing encumbrances on the shares
7. Related Party Contracts: List of contracts between company and related parties
8. Power of Attorney: Form of power of attorney for share transfer procedures
Authors
Articles of Association
Board
Business Day
Buyer
Capital Market Authority
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Effective Date
Encumbrance
Governmental Authority
Long Stop Date
Material Adverse Change
Ministry of Commerce
Parties
Purchase Price
Related Party
Relevant Permits
Sale Shares
Saudi Arabian Law
Seller
Share Certificates
Shareholders Agreement
Shares
Signing Date
Subsidiary
Tax
Third Party
Transaction Documents
Transfer
Warranties
Working Hours
Zakat
Commercial Registration
Foreign Investment License
SAMA
Share Transfer Form
Board Resolution
Shareholder Resolution
Due Diligence
Disclosure Letter
Completion Obligations
Purchase Price Adjustment
Regulatory Approvals
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Share Transfer Mechanics
Regulatory Compliance
Corporate Approvals
Representations
Tax Matters
Zakat Obligations
Further Assurance
Assignment
Amendments
Notices
Force Majeure
Governing Law
Dispute Resolution
Severability
Entire Agreement
Costs and Expenses
Third Party Rights
Announcements
Power of Attorney
Waiver
Counterparts
Financial Services
Manufacturing
Real Estate
Technology
Healthcare
Retail
Energy
Transportation
Construction
Professional Services
Telecommunications
Education
Hospitality
Mining
Agriculture
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Corporate Development
Treasury
Board Secretariat
Mergers & Acquisitions
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Investment Manager
Compliance Officer
Board Director
General Counsel
Company Secretary
Corporate Governance Officer
Mergers & Acquisitions Director
Business Development Manager
Risk Manager
Treasury Manager
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