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Sales Of Shares Agreement
"I need a Sales of Shares Agreement under Saudi law for the sale of 60% shareholding in a manufacturing company to a foreign investor, with completion scheduled for March 2025 and including necessary MISA approval requirements."
1. Parties: Identification of the seller(s) and buyer(s) with full legal names and details
2. Background: Context of the transaction, description of the target company and shares being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and sale commitment
5. Purchase Price: Amount, currency, and payment terms for the shares
6. Completion: Process, timing, and requirements for closing the transaction
7. Seller's Warranties: Standard warranties about share ownership, company status, and business conditions
8. Buyer's Warranties: Warranties about buyer's capacity and authority to purchase
9. Pre-Completion Obligations: Parties' obligations between signing and completion
10. Confidentiality: Obligations regarding transaction and company information confidentiality
11. Announcements: Rules for public statements about the transaction
12. Notices: Process and details for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Saudi law and relevant courts/tribunal
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Regulatory Approvals: Required when transaction needs approval from Saudi authorities (e.g., SAGIA for foreign investors)
2. Post-Completion Covenants: Used when parties need ongoing obligations after completion
3. Non-Competition: Required when seller needs to be restricted from competing post-sale
4. Tax Indemnity: Important when specific tax risks need to be allocated between parties
5. Earn-out Provisions: Used when part of purchase price is contingent on future performance
6. Break Fee: Included when parties want to specify compensation for transaction failure
7. Employee Matters: Required when transaction impacts key employees or management
8. Shareholder Rights: Needed for partial share sales where seller retains some ownership
9. Islamic Finance Compliance: Required when transaction involves Islamic financing structures
1. Details of the Company: Complete corporate information including registration details, capital structure
2. Details of the Shares: Specific information about shares being transferred including share certificates
3. Purchase Price Calculation: Detailed methodology for calculating final purchase price
4. Completion Requirements: Checklist of documents and actions required for completion
5. Warranties: Detailed warranties and any agreed qualifications or disclosures
6. Properties: List and details of company's real estate assets
7. Material Contracts: Summary of key contracts affecting company value
8. Intellectual Property: List of IP rights owned or used by the company
9. Required Consents: List of third-party and regulatory consents needed
10. Form of Transfer Instruments: Templates for share transfer forms and other required documents
Authors
Agreed Form
Business Day
Board
Business
Completion
Completion Date
Confidential Information
Consideration
Constitution
CMA
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry of Commerce
MISA
Parties
Purchase Price
Regulatory Approvals
Related Party
Relevant Authority
Sale Shares
SAGIA
Saudi Companies Law
Seller's Bank Account
Seller's Warranties
Shareholder
Shares
Sharia
Signing Date
Subsidiary
Tag-along Rights
Target Company
Tax
Tax Authority
Transaction
Transaction Documents
Transfer
Warranties
Working Hours
Zakat
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Limitations of Liability
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Regulatory Compliance
Foreign Investment Compliance
Sharia Compliance
Share Transfer Mechanics
Board Composition
Shareholder Rights
Tag-Along Rights
Drag-Along Rights
Force Majeure
Term and Termination
Announcements
Further Assurance
Assignment
Notices
Costs
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Transportation
Telecommunications
Professional Services
Construction
Mining
Agriculture
Education
Hospitality
Legal
Finance
Corporate Development
Compliance
Risk Management
Corporate Secretariat
Treasury
Tax
Strategy
Business Development
Executive Leadership
Investment
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Mergers & Acquisitions Manager
Financial Controller
Board Director
Compliance Officer
Risk Manager
Corporate Development Manager
Investment Banker
Business Development Director
Strategy Manager
General Counsel
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