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Equity Purchase Agreement
"I need an Equity Purchase Agreement for the acquisition of a 60% stake in a Saudi private healthcare company by a UAE-based investment firm, with completion planned for March 2025 and including necessary MISA approval requirements."
1. Parties: Identification of Seller(s) and Purchaser(s), including full legal names and registration details as per Saudi commercial registration
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement, including Arabic terms where relevant
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership, and purchase price
5. Purchase Price and Payment: Payment terms, mechanics, and any adjustments, considering Saudi banking requirements
6. Conditions Precedent: Required approvals, including MISA approval if foreign investor involved, and other closing conditions
7. Completion: Closing mechanics, including specific requirements for share transfer under Saudi law
8. Seller's Warranties: Standard and Saudi-specific warranties regarding the shares and target company
9. Purchaser's Warranties: Warranties from purchaser, including capacity and authority to enter into transaction
10. Pre-Completion Obligations: Conduct of business requirements between signing and closing
11. Indemnities: Indemnification provisions for breach of warranties and other specific matters
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Notices: Process for formal communications between parties
14. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms
1. Tag Along Rights: Include when minority shareholders need protection in partial stake sales
2. Drag Along Rights: Include when majority shareholders may need to force minority shareholders to join in a sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Transitional Services: Include when seller will provide continued services post-completion
5. Employee Matters: Include when specific arrangements for key employees are required
6. Tax Covenant: Include for complex transactions with specific tax implications
7. Shariah Compliance Declaration: Include when transaction needs explicit Shariah compliance confirmation
8. Anti-corruption Compliance: Include for transactions involving international parties or regulated sectors
1. Share Details: Details of shares being transferred, including share certificates numbers and shareholder registry information
2. Purchase Price Calculation: Detailed calculation methodology and adjustments
3. Conditions Precedent: Detailed list of all required pre-completion conditions and approvals
4. Completion Requirements: Detailed closing checklist and required documents
5. Warranties: Detailed warranties and any disclosed exceptions
6. Target Company Information: Key information about the target company, including corporate documents and licenses
7. Properties and Assets: List of material assets and properties owned by the target company
8. Material Contracts: List and copies of material contracts
9. Intellectual Property: Details of IP rights owned or licensed by the target company
10. Employee Information: Details of key employees and their terms of employment
Authors
Agreement
Business Day
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Consideration
Corporate Documents
CMA
Disclosure Letter
Effective Date
Encumbrance
Equity Securities
Event of Default
Financial Statements
Force Majeure
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Loss
Material Adverse Change
Material Contracts
MISA
Ministry of Commerce
Parties
Purchase Price
Purchase Price Adjustment
Purchaser
Regulatory Approvals
Related Party
Representatives
Sale Shares
Saudi Arabia
Seller
Shareholders Agreement
Shareholders' Resolution
Shares
Subsidiary
Tag-along Rights
Target Company
Tax
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Zakat
Commercial Registration
Board of Directors
Articles of Association
Share Certificates
Ministry Approvals
SAMA
Shariah Compliance Certificate
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Undertakings
Post-Completion Undertakings
Warranties
Representations
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Shareholder Rights
Regulatory Compliance
Anti-corruption
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Further Assurance
Costs and Expenses
Tax Matters
Employee Matters
Intellectual Property
Data Protection
Shariah Compliance
Regulatory Approvals
Share Certificates
Corporate Governance
Language
Manufacturing
Technology
Real Estate
Healthcare
Financial Services
Retail
Energy
Transportation
Education
Construction
Telecommunications
Professional Services
Hospitality
Industrial
Mining
Legal
Finance
Corporate Development
Compliance
Risk Management
Board Secretariat
Treasury
Corporate Communications
Strategy
Internal Audit
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Manager
Legal Director
Compliance Officer
Financial Controller
Board Member
Company Secretary
Due Diligence Manager
Corporate Finance Manager
Mergers & Acquisitions Director
Business Development Manager
Risk Manager
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