Share Acquisition Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Share Acquisition Agreement

"I need a Share Acquisition Agreement under Saudi law for the purchase of 60% shares in a technology company, with specific provisions for employee retention and intellectual property rights transfer, targeting completion by March 2025."

Document background
The Share Acquisition Agreement is a fundamental document used in corporate transactions in Saudi Arabia when one party wishes to acquire ownership in a company through the purchase of shares from existing shareholders. This agreement is essential for both domestic and cross-border transactions, subject to Saudi Arabia's foreign investment regulations and Companies Law. The document typically includes comprehensive details about the transaction structure, valuation, warranties, conditions precedent (including regulatory approvals), and post-completion obligations. It requires careful consideration of Saudi Arabian legal requirements, including Ministry of Commerce approvals, competition law implications, and sector-specific regulations. The agreement serves as the primary transaction document and often forms part of a larger suite of documents including shareholders' agreements and corporate governance arrangements.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s) and the Target Company

2. Background: Context of the transaction, description of the Target Company and shares being transferred

3. Definitions and Interpretation: Key defined terms and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment mechanics

5. Conditions Precedent: Required approvals and conditions to be satisfied before completion

6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

7. Completion: Mechanics and requirements for closing the transaction, including deliverables

8. Warranties: Seller's warranties regarding the shares, target company, and business

9. Limitations on Liability: Limitations on warranty claims and general liability caps

10. Price Adjustments: Mechanisms for adjusting the purchase price based on completion accounts or other metrics

11. Restrictive Covenants: Non-compete and non-solicitation obligations

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Announcements: Requirements for public announcements about the transaction

14. Notices: Process for serving notices under the agreement

15. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms

Optional Sections

1. Tag Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders

2. Drag Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale

3. Management Provisions: Include when the purchase includes ongoing management arrangements

4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

5. Employee Matters: Include when specific arrangements for key employees are required

6. Intellectual Property Rights: Include when IP transfer or licensing is a significant part of the transaction

7. Real Estate Provisions: Include when real estate assets are material to the transaction

8. Transitional Services: Include when the seller will provide services to the target company post-completion

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed warranties given by the seller

5. Properties: Details of real estate owned or leased by the target company

6. Intellectual Property: Schedule of IP rights owned or licensed by the target company

7. Material Contracts: List of key contracts and arrangements

8. Employees: Details of key employees and their terms of employment

9. Completion Accounts: Form of completion accounts and accounting policies

10. Disclosed Documents: List of documents disclosed against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Healthcare

Real Estate

Financial Services

Retail

Energy

Telecommunications

Construction

Professional Services

Transportation

Education

Hospitality

Mining

Agriculture

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Mergers & Acquisitions

Due Diligence

Strategy

Tax

Corporate Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Director

Mergers & Acquisitions Manager

Due Diligence Manager

Compliance Officer

Business Development Director

Strategy Director

Financial Controller

Board Member

Managing Director

General Counsel

Transaction Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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