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Assignment Of Shares
"I need an Assignment of Shares agreement for transferring 30% shareholding in my Saudi private limited company to a foreign investor, with completion scheduled for March 2025, including necessary foreign investment authority approvals and staged payment terms."
1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses
2. Background: Context of the transaction, description of the Company, and current shareholding structure
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Encumbrances', etc.
4. Assignment: Core provision detailing the transfer of shares from Assignor to Assignee
5. Consideration: Details of the purchase price and payment terms for the shares
6. Completion: Timing and mechanics of the transfer, including conditions precedent and completion obligations
7. Assignor's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances
8. Assignee's Warranties: Representations regarding authority to purchase and compliance with applicable laws
9. Company Matters: Provisions regarding corporate approvals, updates to company records, and notifications
10. Confidentiality: Obligations to keep the transaction and related information confidential
11. Notices: Process and requirements for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction of Saudi courts
1. Regulatory Approvals: Required when the transfer needs specific governmental or regulatory approvals, such as CMA approval for listed companies or SAGIA approval for foreign investors
2. Tax Provisions: Detailed tax-related provisions when there are specific tax implications or requirements for the transfer
3. Non-Competition: Restrictions on the Assignor's future activities, used when protecting company interests is crucial
4. Shareholders' Agreement Adherence: Required when there is an existing shareholders' agreement that the Assignee must join
5. Power of Attorney: Authorization for completing registration procedures, often used when parties need local representatives
6. Further Assurance: Additional cooperation obligations, particularly useful for complex transfers or when post-completion actions are needed
7. Pre-emptive Rights Waiver: Required when other shareholders have pre-emptive rights that need to be waived
1. Share Details: Detailed description of the shares being transferred, including share numbers and certificates
2. Company Information: Key details about the Company, including registration number, address, and current shareholding structure
3. Completion Requirements: Checklist of documents and actions required for completion
4. Form of Transfer Instrument: Template for the physical share transfer document required by Saudi authorities
5. Corporate Approvals: Copies of relevant board resolutions, shareholder resolutions, or other corporate approvals
6. Regulatory Forms: Required government forms and applications for recording the transfer
7. Consideration Calculation: Details of how the purchase price was calculated, if complex
Authors
Assignee
Assignor
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Governmental Authority
Laws
Ministry of Commerce
Party/Parties
Purchase Price
Related Party
Regulatory Approvals
Shares
Share Certificates
Shareholders' Agreement
Signing Date
Transfer Documents
Warranties
Commercial Register
Articles of Association
Capital Market Authority
Corporate Documents
Effective Date
Liabilities
Material Adverse Change
Permitted Encumbrances
Representatives
Saudi Arabian Law
Taxes
Working Hours
Zakat
Assignment of Shares
Consideration
Conditions Precedent
Completion
Representations and Warranties
Covenants
Regulatory Compliance
Share Transfer Mechanics
Payment Terms
Pre-emptive Rights
Corporate Approvals
Confidentiality
Non-Competition
Further Assurance
Power of Attorney
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Language
Time of Essence
Registration Requirements
Tax Obligations
Shareholder Rights
Board Approval
Ministry Notifications
Financial Services
Manufacturing
Real Estate
Technology
Healthcare
Retail
Energy
Construction
Professional Services
Transportation
Telecommunications
Education
Hospitality
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Corporate Development
Investment
Board of Directors
Shareholder Relations
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Investment Manager
Compliance Officer
Business Development Director
Corporate Governance Officer
Board Member
Managing Director
Shareholder Relations Manager
M&A Director
Investment Analyst
Risk Manager
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