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Management Buyout Agreement
"I need a Management Buyout Agreement for a Saudi manufacturing company where four senior managers will acquire 100% of shares from the current family owners, with completion planned for March 2025 and including vendor financing provisions."
1. Parties: Identification of all parties involved in the MBO, including current shareholders, management team purchasers, and any guarantors
2. Background: Context of the transaction, current ownership structure, and purpose of the management buyout
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Sale and Purchase Agreement: Core transaction terms including shares/assets being purchased and consideration
5. Purchase Price and Payment Terms: Detailed breakdown of purchase price, payment structure, and any earn-out mechanisms
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction
7. Completion Mechanics: Step-by-step process for closing the transaction
8. Seller Warranties: Representations and warranties regarding the company, its assets, and operations
9. Buyer Warranties: Representations and warranties from the management team regarding capacity and funding
10. Pre-Completion Obligations: Conduct of business requirements between signing and completion
11. Post-Completion Obligations: Actions required after completion, including transition arrangements
12. Restrictive Covenants: Non-compete and non-solicitation provisions for selling shareholders
13. Confidentiality: Provisions regarding confidential information and announcements
14. Governing Law and Jurisdiction: Specification of Saudi law as governing law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. External Financing Arrangements: Required if the MBO involves bank or third-party financing
2. Regulatory Compliance: Required for regulated industries or if CMA approval is needed
3. Foreign Investment Provisions: Required if any buyers are non-Saudi nationals
4. Employee Matters: Required if significant employee transfers or changes are involved
5. Tax Covenant: Required for complex tax arrangements or international implications
6. Shariah Compliance Declaration: Required if specific Shariah-compliant financing is involved
7. Intellectual Property Transfer: Required if significant IP assets are involved in the transaction
8. Real Estate Provisions: Required if property transfers are part of the transaction
1. Schedule 1 - Company Information: Detailed corporate information including shareholding structure
2. Schedule 2 - Properties: List and details of all company properties
3. Schedule 3 - Intellectual Property: Schedule of all IP rights owned or used by the company
4. Schedule 4 - Material Contracts: List of key commercial contracts and arrangements
5. Schedule 5 - Employee Information: Details of key employees and employment terms
6. Schedule 6 - Completion Requirements: Detailed list of completion deliverables and requirements
7. Schedule 7 - Warranties: Detailed warranties and any specific disclosures
8. Schedule 8 - Bank Accounts: Details of company bank accounts and financial arrangements
9. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors
10. Appendix B - Form of Board Resolutions: Template board resolutions required for completion
11. Appendix C - Power of Attorney: Form of any required powers of attorney
Authors
Agreed Form
Associates
Board
Business
Business Day
Business Plan
CMA
Companies Law
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deferred Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Existing Shareholders
Financial Statements
Finance Documents
Group
Group Companies
Intellectual Property Rights
Key Management
Lenders
Long Stop Date
Management Team
Material Adverse Change
Material Contracts
Ministry of Commerce
MISA
Purchase Price
Properties
Related Party
Relevant Authority
Sale Shares
Saudi Arabian Law
Security Interest
Sellers
Sellers' Warranties
Shariah Principles
Signing Date
Subsidiaries
Target Company
Tax
Transaction Documents
Transfer
Transition Period
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Seller Warranties
Buyer Warranties
Management Warranties
Pre-completion Covenants
Post-completion Covenants
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Board Composition
Management Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Financing Arrangements
Security Interests
Regulatory Compliance
Foreign Investment Compliance
Shariah Compliance
Employment Matters
Intellectual Property
Real Estate
Tax Matters
Indemnification
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Entire Agreement
Severability
Amendments
Costs and Expenses
Third Party Rights
Further Assurance
Manufacturing
Retail
Technology
Healthcare
Construction
Professional Services
Logistics
Real Estate
Education
Hospitality
Industrial Services
Trading
Media and Entertainment
Food and Beverage
Automotive
Legal
Finance
Corporate Development
Executive Leadership
Operations
Human Resources
Compliance
Risk Management
Treasury
Corporate Secretariat
Strategic Planning
Investor Relations
Chief Executive Officer
Managing Director
Chief Financial Officer
Chief Operating Officer
Finance Director
Operations Director
Company Secretary
Legal Counsel
Board Member
Department Head
General Manager
Investment Manager
Corporate Development Manager
Senior Management Team Member
Business Unit Director
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