Share Exchange Agreement Template for Saudi Arabia

1. Tax Provisions: Detailed tax and zakat provisions, required when tax implications are significant or when involving foreign parties

2. Shariah Compliance: Specific provisions ensuring compliance with Shariah principles, required when parties require explicit Shariah compliance

3. Employee Matters: Provisions dealing with employees and benefits, required when employment arrangements are affected

4. Intellectual Property: Special provisions for IP transfer or licensing, required when IP is a significant aspect of the transaction

5. Third Party Consents: Provisions regarding obtaining third party consents, required when material contracts require consent for change of control

6. Break Fee: Provisions for break fee or reverse break fee, optional but common in larger transactions

7. Foreign Investment Provisions: Required when foreign investors are involved, addressing SAGIA requirements and foreign ownership restrictions

1. Share Capital Structure: Details of the current and post-completion share capital structure of both companies

2. Exchange Mechanics: Detailed procedures and timeline for the share exchange process

3. Warranties: Detailed warranties given by each party

4. Properties: List and details of material properties owned or leased

5. Material Contracts: List and summary of material contracts

6. Intellectual Property: Schedule of material intellectual property rights

7. Required Consents: List of required regulatory and third party consents

8. Completion Deliverables: List of documents and items to be delivered at completion

9. Form of Transfer Instruments: Pro forma share transfer documentation compliant with Saudi requirements

10. Disclosure Letter: Exceptions and qualifications to the warranties