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Preliminary Share Purchase Agreement
"I need a Preliminary Share Purchase Agreement for the acquisition of a Saudi manufacturing company, where the purchaser is a foreign investor from the UK, with a planned completion date of March 2025 and a 60-day exclusivity period."
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
Authors
Business Day
Closing
Closing Date
Confidential Information
Definitive Agreements
Due Diligence Period
Effective Date
Encumbrance
Exclusivity Period
Group
Long Stop Date
Material Adverse Change
Purchase Price
Regulatory Approvals
Sale Shares
Seller's Warranties
Shariah
Target Company
Target Group
Transaction
Transfer
Working Hours
Affiliate
Authority
Board
Business
CMA
Companies Law
Consideration
Disclosed Information
Disclosure Letter
Due Diligence Investigation
Governmental Authority
Intellectual Property Rights
Legal Requirements
Losses
MOCI
Parties
Permitted Encumbrances
Related Party
Representatives
SAGIA
Saudi Arabia
Shareholders' Agreement
Signing Date
Subsidiaries
Tax
Third Party
Zakat
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Seller's Warranties
Purchaser's Warranties
Pre-Completion Obligations
Regulatory Compliance
Anti-Money Laundering
Foreign Investment
Competition Law Compliance
Shariah Compliance
Access Rights
Information Sharing
Conduct of Business
Break Fee
Cost Allocation
Tax and Zakat
Notices
Assignment
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Third Party Rights
Counterparts
Language
Time of Essence
Further Assurance
Announcements
Non-Solicitation
Interim Management
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Construction
Transportation
Mining
Agriculture
Education
Hospitality
Legal
Corporate Finance
Mergers & Acquisitions
Executive Leadership
Business Development
Compliance
Due Diligence
Corporate Secretariat
Risk Management
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Head of Mergers & Acquisitions
Investment Director
Business Development Director
Company Secretary
Financial Controller
Compliance Officer
Board Member
Managing Director
Transaction Manager
Due Diligence Manager
Corporate Finance Manager
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