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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."
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
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
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
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Covenants
Completion Obligations
Post-completion Obligations
Warranties
Indemnification
Limitations on Liability
Price Adjustment
Non-competition
Non-solicitation
Confidentiality
Public Announcements
Data Protection
Employee Matters
Tax Matters
Zakat Compliance
Regulatory Compliance
Foreign Investment Compliance
Share Transfer Restrictions
Tag-along Rights
Drag-along Rights
Board Representation
Shareholder Rights
Force Majeure
Term and Termination
Break Fees
Further Assurance
Assignment
Notices
Costs and Expenses
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Manufacturing
Technology
Healthcare
Real Estate
Financial Services
Retail
Energy
Telecommunications
Construction
Professional Services
Transportation
Education
Hospitality
Mining
Agriculture
Legal
Finance
Compliance
Corporate Development
Mergers & Acquisitions
Due Diligence
Strategy
Tax
Corporate Secretariat
Risk Management
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
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