Share Swap Agreement Template for Saudi Arabia

The Share Swap Agreement is a sophisticated legal instrument used in Saudi Arabia for facilitating strategic corporate transactions where parties exchange shares instead of cash consideration. This document type is particularly relevant in the context of corporate restructuring, strategic alliances, and merger/acquisition transactions within the Saudi Arabian market. The agreement must comply with various regulatory frameworks, including the Capital Market Law, Companies Law, and Sharia principles. Share Swap Agreements are commonly used when companies seek to maintain equity positions in each other, during group reorganizations, or as part of larger strategic transactions. The document addresses critical aspects such as share valuation, transfer mechanics, regulatory approvals, and tax implications, while ensuring compliance with Saudi Arabian legal requirements and market practices.

1. Parties: Identification of the parties entering into the swap agreement, including registration details and authorized signatories

2. Background: Context of the transaction, including purpose and brief description of the shares being swapped

3. Definitions and Interpretation: Key terms used in the agreement, including financial, technical, and legal definitions

4. Swap Structure and Mechanics: Detailed description of the swap arrangement, including share descriptions, exchange ratios, and transfer mechanisms

5. Conditions Precedent: Prerequisites that must be satisfied before the swap becomes effective, including regulatory approvals

6. Representations and Warranties: Statements of fact and assurances from each party regarding their capacity, authority, and the shares being swapped

7. Covenants: Ongoing obligations of the parties during the term of the agreement

8. Sharia Compliance: Provisions ensuring the transaction structure complies with Islamic law principles

9. Regulatory Compliance: Provisions ensuring compliance with Saudi regulations, including CMA requirements

10. Payment and Settlement: Terms regarding any payments, adjustments, and settlement procedures

11. Tax Provisions: Allocation of tax liabilities and responsibilities

12. Events of Default: Circumstances constituting default and consequences thereof

13. Termination: Provisions for early termination and its consequences

14. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes

15. Notices: Communication procedures between parties

16. Miscellaneous: Standard boilerplate provisions including amendments, assignments, and severability