The Common Stock Purchase Agreement is a fundamental transaction document used in Saudi Arabia when transferring ownership of shares in a company. It is essential for both private and public company transactions, though public company transfers may require additional regulatory oversight. The agreement must be structured to comply with Saudi Companies Law, Capital Market Authority regulations, and Shariah principles. It typically includes detailed provisions on share transfer mechanics, regulatory approvals, warranties, and closing conditions. This document is particularly important in the Saudi context due to specific local requirements such as foreign ownership restrictions, Shariah compliance considerations, and local corporate governance requirements. The agreement serves as the primary document evidencing the terms of the share transfer and the obligations of all parties involved.

1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and details

2. Background: Context of the transaction, including brief description of the company and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including specific Saudi legal and regulatory terms

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Purchase Price and Payment: Detailed payment terms, including method, currency, and any adjustments

6. Conditions Precedent: Required approvals, including CMA approval if applicable, and other closing conditions

7. Completion: Closing mechanics, timing, and deliverables

8. Seller's Warranties: Standard and Saudi-specific warranties regarding the shares and company

9. Purchaser's Warranties: Warranties from purchaser, including capacity and regulatory compliance

10. Pre-Completion Obligations: Conduct of business and other obligations before closing

11. Post-Completion Obligations: Required actions after closing, including regulatory filings

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Governing Law and Jurisdiction: Saudi law as governing law and jurisdiction provisions

14. General Provisions: Standard boilerplate provisions adapted for Saudi law