The Preliminary Share Purchase Agreement is a crucial document used in the initial stages of share acquisition transactions in Saudi Arabia. It serves as a bridge between initial negotiations and the final share purchase agreement, providing a structured framework while key terms are being negotiated and due diligence is conducted. This document is particularly important in the Saudi Arabian context as it must comply with both civil law requirements and Shariah principles, while also considering various regulatory requirements including those from the Ministry of Commerce and the Capital Market Authority. The agreement typically includes provisions for exclusivity, confidentiality, due diligence processes, and preliminary price mechanisms, while leaving room for detailed terms to be finalized in the definitive agreement. It's commonly used when parties have reached preliminary understanding on key commercial terms but need time to complete detailed investigations and negotiations.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the seller(s), purchaser(s), and the target company, including their full legal names and registration details
2. Background: Context of the transaction, brief description of the target company, and purpose of the preliminary agreement
3. Definitions: Key terms used throughout the agreement, ensuring clarity and consistent interpretation
4. Sale and Purchase: Basic agreement to sell and purchase shares, subject to conditions and due diligence
5. Purchase Price: Preliminary price or price calculation mechanism, including any deposits or earnest money
6. Due Diligence: Framework for conducting due diligence, including scope, timeline, and access rights
7. Conditions Precedent: Key conditions that must be satisfied before proceeding to definitive agreements
8. Exclusivity: Period during which seller cannot negotiate with other potential buyers
9. Confidentiality: Obligations regarding confidential information exchanged during negotiations
10. Timeline: Key dates and deadlines for due diligence, definitive agreements, and closing
11. Costs: Allocation of costs and expenses related to the transaction
12. Governing Law and Jurisdiction: Specification of Saudi law as governing law and relevant dispute resolution mechanisms
13. Termination: Circumstances under which either party can terminate the preliminary agreement
14. Signing and Execution: Execution provisions compliant with Saudi law requirements
1. Break Fee: Applicable when parties want to include a fee payable if either party withdraws from negotiations
2. Management Control: Used when interim management arrangements are needed during the due diligence period
3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
4. Employee Matters: Relevant when employment considerations are critical to the transaction
5. Shariah Compliance: Detailed section needed when transaction involves Islamic financing or specific Shariah requirements
6. Foreign Investment Provisions: Required when the purchaser is a foreign entity
7. Competition Clearance: Needed when the transaction size requires competition authority approval
8. Interim Period Covenants: Used when specific operational restrictions are needed during the negotiation period
1. Share Information: Details of shares being sold, including class, rights, and current ownership
2. Initial Due Diligence Checklist: Preliminary list of documents and information required for due diligence
3. Timetable: Detailed timeline of key dates and milestones
4. Form of Confidentiality Agreement: Template of detailed NDA if not already executed
5. Material Contracts: List of key contracts requiring review or consent
6. Regulatory Requirements: List of required regulatory approvals and filings
7. Permitted Actions: List of actions the target company can take during the exclusivity period
8. Corporate Structure: Current and proposed corporate structure diagrams
Find the exact document you need
Preliminary Employment Contract
A preliminary agreement outlining initial employment terms and conditions under Saudi Arabian law, serving as a precursor to the final employment contract.
Download
Preliminary Lease Agreement
A Saudi Arabian preliminary agreement establishing key terms and conditions for a future lease, governed by Saudi law and Sharia principles.
Download
Preliminary Agreement For Sale And Purchase
A Saudi law-governed preliminary agreement outlining key terms and conditions for a prospective sale and purchase transaction, compliant with Sharia principles.
Download
Preliminary Share Purchase Agreement
A Saudi Arabian law-governed preliminary agreement outlining the framework and key terms for a proposed share purchase transaction.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)
.png)