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Company Share Purchase Agreement

Company Share Purchase Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Company Share Purchase Agreement

"I need a Company Share Purchase Agreement under Saudi law for the acquisition of a 60% stake in a manufacturing company by a foreign investor, with completion planned for March 2025 and including specific provisions for technology transfer and key employee retention."

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Document background
The Company Share Purchase Agreement is a crucial document used in mergers and acquisitions transactions in Saudi Arabia when transferring ownership of a company through the sale of its shares. It must comply with Saudi Arabian law, including the Companies Law of 2015 and various regulations from the Ministry of Commerce and Investment. This agreement is essential for documenting the detailed terms of the transaction, including purchase price, payment mechanisms, warranties, and indemnities. It requires careful consideration of local requirements such as Shariah compliance, foreign investment restrictions (if applicable), and Zakat/tax implications. The document serves as the primary transaction document in share acquisitions and typically requires involvement from legal counsel familiar with Saudi Arabian corporate law.
Suggested Sections

1. Parties: Identification of the Seller(s), Buyer(s) and the Target Company

2. Background: Context of the transaction and current ownership structure

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, mechanics, and any adjustments

6. Conditions Precedent: Prerequisites for completion including regulatory approvals

7. Pre-Completion Obligations: Seller's obligations regarding company management before completion

8. Completion: Mechanics and requirements for closing the transaction

9. Seller's Warranties: Standard and specific warranties about the shares and company

10. Buyer's Warranties: Warranties regarding buyer's capacity and funding

11. Limitations on Liability: Scope and limitations of seller's liability under warranties

12. Tax and Zakat Matters: Allocation of tax/Zakat liabilities and related indemnities

13. Confidentiality: Obligations regarding transaction and company information

14. Announcements: Requirements for public statements about the transaction

15. Further Assurance: Obligations to take further actions to implement the agreement

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

17. General Provisions: Standard boilerplate clauses including notices and amendments

Optional Sections

1. Non-Competition: Restrictions on seller's future competitive activities - include when seller is an industry operator

2. Employee Matters: Specific provisions regarding key employees - include when retention is critical

3. Earn-out Provisions: Structure for additional payments based on performance - include when price includes contingent elements

4. Break Fee: Compensation if transaction fails - include for complex deals with significant due diligence costs

5. Strategic Assets: Special provisions for regulated assets - include when target owns strategic or regulated assets

6. Foreign Investment Provisions: Additional requirements for foreign buyers - include when buyer is non-Saudi

7. Intellectual Property Rights: Special IP transfer provisions - include when IP is a key asset

8. Real Estate Matters: Special provisions for property transfers - include when real estate is material

Suggested Schedules

1. Details of the Company: Corporate information, share capital, and shareholding structure

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed closing checklist and required documents

4. Warranties: Full list of seller's warranties

5. Properties: Details of all real estate owned or leased by the company

6. Intellectual Property: List of all IP rights owned or licensed by the company

7. Material Contracts: Summary of key commercial contracts

8. Employees: List of employees and their key terms of employment

9. Permitted Leakage: Agreed exceptions to locked box provisions if applicable

10. Data Room Index: Index of due diligence materials provided

11. Disclosure Letter: Specific disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounts Date
Affiliate
Agreement
Anti-Corruption Laws
Board
Business
Business Day
Buyer
Capital Market Authority
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
CMA
Data Room
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Fundamental Warranties
Government Entity
Group
Group Company
Intellectual Property Rights
KSA
Law
Leakage
Licenses
Locked Box Accounts
Locked Box Date
Loss
Material Adverse Change
Material Contracts
Ministry of Commerce
MISA
Notice
Parties
Permitted Leakage
Properties
Purchase Price
Related Party
Relevant Authority
Representatives
Sale Shares
SAMA
Seller
Seller's Group
Seller's Warranties
Shariah
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer
Warranties
ZATCA
Zakat
Clauses
Definitions and Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Covenants
Completion Obligations
Post-completion Obligations
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Limitations on Liability
Tax Indemnity
Zakat Matters
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Estate
Regulatory Compliance
Anti-corruption
Data Protection
Force Majeure
Assignment
Third Party Rights
Announcements
Notices
Further Assurance
Costs
Severability
Entire Agreement
Amendments
Waiver
Governing Law
Dispute Resolution
Language
Counterparts
Shariah Compliance
Foreign Investment
Competition Law
Change of Control
Relevant Industries

Manufacturing

Technology

Real Estate

Healthcare

Financial Services

Energy

Retail

Construction

Transportation

Education

Telecommunications

Mining

Agriculture

Professional Services

Entertainment

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Board of Directors

Executive Management

Compliance

Risk Management

Tax

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Finance Director

Investment Manager

M&A Director

Company Secretary

Board Member

Managing Director

Commercial Director

Risk Manager

Compliance Officer

Due Diligence Manager

Corporate Development Director

Industries
Companies Law (2015): The primary legislation governing companies in Saudi Arabia, including share transfers, corporate governance, and shareholder rights (Royal Decree No. M/3)
Capital Market Law: Regulates securities, share trading, and disclosure requirements for listed companies (Royal Decree No. M/30)
Foreign Investment Law: Governs foreign ownership of Saudi companies and investment restrictions (Royal Decree No. M/1)
Competition Law: Regulates market competition and merger control requirements (Royal Decree No. M/75)
Income Tax Law: Governs taxation of share transfers and corporate transactions (Royal Decree No. M/1)
Zakat, Tax and Customs Authority (ZATCA) Regulations: Governs Zakat obligations for Saudi/GCC shareholders and tax implications of share transfers
Labor Law: Regulates employment relationships and worker rights that may be affected by ownership changes (Royal Decree No. M/51)
Anti-Money Laundering Law: Ensures compliance with AML requirements in share purchase transactions (Royal Decree No. M/20)
Commercial Court Law: Governs commercial disputes and enforcement of commercial contracts (Royal Decree No. M/93)
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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