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Share Sell Agreement
"I need a Share Sale Agreement for the sale of 100% of shares in a Saudi private limited technology company from a corporate seller to an individual buyer, with completion scheduled for March 2025 and including post-completion consulting arrangements."
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, description of the company whose shares are being sold, and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred, and price
5. Purchase Price: Details of the consideration, payment terms, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity to sell
10. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to purchase
11. Limitations on Liability: Limitations on warranty claims and general liability of the parties
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Tax Covenants: Detailed tax-related provisions, used when specific tax risks need to be allocated
2. Non-Competition: Restrictions on seller's future competitive activities, used when seller is an individual or strategic investor
3. Transitional Services: Provisions for post-completion services by seller, used when operational continuity is crucial
4. Earn-out Provisions: Mechanisms for additional payments based on future performance, used when price includes contingent elements
5. Employee Matters: Specific provisions regarding key employees, used when retention is crucial
6. Intellectual Property Rights: Special provisions for IP protection, used when company has significant IP assets
7. Foreign Investment Provisions: Additional provisions required for foreign buyers under Saudi law
8. Shareholder Approval: Specific requirements for shareholder approval, used for listed companies or when required by articles
1. Details of the Company: Full corporate information including registration details, share capital, and current shareholding
2. The Shares: Detailed description of the shares being sold including share certificates numbers and class rights
3. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Warranties: Full list of detailed warranties given by the seller
6. Property: Details of company's real estate assets if material to the transaction
7. Material Contracts: List and details of the company's material contracts
8. Intellectual Property: Schedule of company's IP rights if material
9. Employee Information: Details of key employees and their terms of employment
10. Data Room Index: Index of documents disclosed during due diligence
Authors
Articles of Association
Board
Business
Business Day
Buyer
Commercial Register
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Government Authority
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry of Commerce
Modified Signing Date
Notary Public
Purchase Price
Related Party
Representatives
Sale Shares
Saudi Arabia
Seller
Seller's Bank Account
Seller's Warranties
Shareholder
Signing Date
Statutory Books
Subsidiaries
Tax
Tax Authority
Third Party
Transaction Documents
Transfer
ZATCA
Zakat
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Limitations on Liability
Tax Matters
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Announcements
Data Protection
Force Majeure
Assignment
Notices
Costs
Further Assurance
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Regulatory Compliance
Shareholder Approval
Ministry Approvals
Foreign Investment Provisions
Anti-Money Laundering
Representations
Share Transfer Mechanics
Due Diligence
Disclosure
Employee Matters
Intellectual Property
Material Contracts
Business Conduct
Termination
Remedies
Financial Services
Manufacturing
Real Estate
Technology
Healthcare
Retail
Energy
Transportation
Construction
Professional Services
Telecommunications
Education
Hospitality
Mining
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Corporate Secretariat
Investment
Strategy
Executive Leadership
Risk Management
Treasury
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Director
Business Development Manager
Corporate Development Manager
Financial Controller
Compliance Officer
Board Member
Commercial Director
Merger & Acquisition Manager
Transaction Manager
Investment Banker
Private Equity Manager
General Counsel
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