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Letter Of Intent Share Purchase Agreement
"I need a Letter of Intent Share Purchase Agreement under Saudi Arabian law for the acquisition of a minority stake (25%) in a private technology company, with completion targeted for March 2025 and including specific provisions for technology licensing and key employee retention."
1. Parties: Identification of the potential seller(s) and buyer(s), including full legal names and registration details as per Saudi requirements
2. Background: Brief description of the company whose shares are being sold and the context of the proposed transaction
3. Definitions: Key terms used in the LOI, including 'Proposed Transaction', 'Target Company', 'Shares', etc.
4. Proposed Transaction: Overview of the intended share purchase, including preliminary price or valuation methodology
5. Due Diligence: Framework for the buyer's investigation of the target company and timeline
6. Exclusivity: Period during which the seller agrees not to negotiate with other potential buyers
7. Confidentiality: Binding provisions regarding the protection of confidential information
8. Transaction Timeline: Proposed schedule for due diligence, definitive agreement, and closing
9. Costs and Expenses: How parties will bear their own costs during the preliminary phase
10. Non-Binding Nature: Clear statement of which provisions are non-binding vs. binding
11. Governing Law: Specification of Saudi law as governing law
12. Signatures: Execution block for all parties
1. Break Fee: Provisions for compensation if either party withdraws under specific circumstances - used in larger transactions
2. Regulatory Approvals: Overview of required governmental approvals - included if transaction requires competition or other regulatory clearance
3. Management Meetings: Framework for meetings with key management - included for complex operational businesses
4. Financing: Basic terms of proposed financing - included if buyer requires external funding
5. Employee Matters: Preliminary agreement on treatment of key employees - included if management retention is crucial
6. Asset Schedule: Preliminary list of key assets - included for asset-heavy businesses
7. Shareholder Rights: Basic framework for post-closing shareholder arrangements - included for partial acquisitions
1. Target Company Information: Basic corporate information about the target company including registration details and current shareholding
2. Preliminary Transaction Structure: High-level diagram or description of the proposed transaction steps
3. Initial Due Diligence Request List: Preliminary list of documents and information required for due diligence
4. Proposed Timeline: Detailed timeline with key milestones and deadlines
5. Form of Confidentiality Agreement: If not previously signed, the proposed form of NDA to be executed alongside the LOI
Authors
Binding Provisions
Business Day
Closing
Closing Date
Confidential Information
Due Diligence Period
Definitive Agreement
Exclusivity Period
Exercise Price
Governmental Authority
Long Stop Date
Material Adverse Change
Non-Binding Provisions
Parties
Proposed Transaction
Purchase Price
Related Parties
Regulatory Approvals
Representatives
Saudi Arabian Law
Seller's Warranties
Shares
Share Capital
Signing Date
Target Company
Target Group
Transaction Documents
Transfer
Valuation Date
Capital Market Authority
Ministry of Commerce
Permitted Disclosures
Professional Advisors
Due Diligence Information
Exclusivity Rights
Negotiation Period
Board of Directors
Shareholders
Completion Conditions
Non-Binding Nature
Proposed Transaction Structure
Purchase Price
Payment Terms
Due Diligence
Confidentiality
Exclusivity
Timeline
Regulatory Compliance
Binding Provisions
Non-Binding Provisions
Costs and Expenses
Break Fee
Governing Law
Dispute Resolution
Access to Information
Good Faith Negotiations
Management Cooperation
Regulatory Approvals
Conditions Precedent
Employee Matters
Warranties and Representations
Termination Rights
Notices
Assignment
Entire Agreement
Amendments
Severability
Counterparts
Further Assurance
Manufacturing
Real Estate
Technology
Healthcare
Retail
Financial Services
Construction
Energy
Telecommunications
Transportation & Logistics
Professional Services
Consumer Goods
Industrial
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Corporate Secretariat
Compliance
Risk Management
Business Development
Investment
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Development Director
Investment Manager
Mergers & Acquisitions Director
Board Member
Company Secretary
Financial Controller
Business Development Manager
Commercial Director
Head of Strategy
Investment Banker
Legal Counsel
Compliance Officer
Risk Manager
Corporate Finance Manager
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