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Equity Ownership Agreement
"I need an Equity Ownership Agreement for the sale of 60% shareholding in our Saudi manufacturing company to a UAE-based investor, with completion planned for March 2025 and including tag-along rights for minority shareholders."
1. Parties: Identification of all parties to the agreement, including full legal names, commercial registration numbers, and addresses
2. Background: Context of the transaction, including current ownership structure and purpose of the agreement
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing
6. Consideration and Payment Terms: Detailed payment structure, including payment method and currency
7. Warranties and Representations: Standard warranties from both seller and purchaser
8. Pre-Completion Obligations: Obligations of parties between signing and completion
9. Post-Completion Obligations: Ongoing obligations after the transfer of ownership
10. Corporate Governance: Management structure, board composition, and voting rights
11. Regulatory Compliance: Compliance with Saudi laws including MISA requirements and company law
12. Confidentiality: Protection of confidential information and trade secrets
13. Dispute Resolution: Dispute resolution mechanisms compliant with Saudi law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sale
2. Drag-Along Rights: Include when majority shareholders need mechanism to force minority participation in sale
3. Anti-dilution Provisions: Include when protecting against future share issuances
4. Shareholder Loans: Include when the transaction involves shareholder financing
5. Non-Competition: Include when selling shareholders need to be restricted from competing
6. Islamic Finance Provisions: Include when transaction involves Sharia-compliant financing
7. Foreign Ownership Compliance: Include for transactions involving foreign investors
8. Put and Call Options: Include when parties want future purchase/sale rights
9. Business Plan and Budget: Include when parties agree on specific business objectives post-completion
1. Share Details: Details of shares being transferred including share certificates numbers
2. Warranties: Detailed warranties and representations by sellers
3. Company Information: Corporate documents, licenses, and material contracts
4. Completion Requirements: Detailed list of completion deliverables and requirements
5. Board Resolutions: Form of required corporate approvals
6. Regulatory Approvals: List of required governmental and regulatory approvals
7. Amended Articles of Association: Updated constitutional documents reflecting new ownership
8. Management Structure: Detailed corporate governance framework
9. Financial Statements: Recent financial statements and management accounts
10. Deed of Adherence: Form for new shareholders to adhere to existing agreements
Authors
Articles of Association
Board
Business Day
Commercial Registration
Company
Completion
Completion Date
Confidential Information
Consideration
Constitutional Documents
Deed of Adherence
Encumbrance
Existing Shareholders
Financial Statements
Financial Year
Governmental Authority
Group
IFRS
Intellectual Property Rights
Law
Liability
Long Stop Date
Material Adverse Change
Material Contracts
MISA
Ministry of Commerce
Parties
Purchase Price
Purchaser
Related Party
Relevant Authority
Sale Shares
Saudi Arabia
Seller
Shareholder Loans
Shareholders
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Tax
Third Party
Transaction Documents
Transfer
Warranties
Zakat
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Pre-Completion Covenants
Post-Completion Covenants
Warranties and Representations
Corporate Governance
Board Composition
Shareholder Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-dilution Protection
Regulatory Compliance
Foreign Ownership Compliance
Shareholder Reserved Matters
Information Rights
Financial Matters
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Related Party Transactions
Exit Provisions
Put and Call Options
Default
Termination
Force Majeure
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Language
Counterparts
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Construction
Transportation
Telecommunications
Professional Services
Education
Hospitality
Mining
Agriculture
Legal
Finance
Corporate Governance
Compliance
Corporate Secretary Office
Investment
Business Development
Mergers & Acquisitions
Board Secretariat
Regulatory Affairs
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Investment Director
Managing Director
Board Member
Compliance Officer
Corporate Governance Officer
Mergers & Acquisitions Director
Business Development Director
Finance Manager
Legal Manager
Investment Manager
Shareholder Relations Manager
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