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Shareholder Purchase Agreement
"I need a Shareholder Purchase Agreement under Saudi law for the acquisition of 60% shares in a technology company by a foreign investor, with completion scheduled for March 2025 and including specific provisions for regulatory approvals and post-completion management rights."
1. Parties: Identification of the Seller(s), Purchaser(s), and the Company, including full legal names and registration details as required under Saudi law
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement, including Arabic terms where relevant
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment mechanics
5. Conditions Precedent: Required approvals, including Ministry of Investment approval if foreign investors involved, and other pre-completion requirements
6. Completion: Mechanics of closing, including required documentation and processes under Saudi law
7. Seller's Warranties: Standard and Saudi-specific warranties regarding the shares, company, and business
8. Purchaser's Warranties: Warranties from the purchaser, including capacity and authority to execute
9. Limitations on Liability: Scope and limitations of seller's liability for warranty breaches
10. Pre-Completion Obligations: Conduct of business requirements between signing and completion
11. Confidentiality: Confidentiality obligations and permitted disclosures
12. Announcements: Requirements for public statements about the transaction
13. Further Assurance: Obligations to execute further documents and take additional steps if needed
14. Assignment: Restrictions on transfer of rights under the agreement
15. Notices: Format and delivery requirements for formal communications
16. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms
1. Tag Along Rights: Include when minority shareholders need protection in case of future sales
2. Drag Along Rights: Include when majority shareholders want the right to force minorities to join in future sales
3. Non-Competition: Include when sellers need to be restricted from competing post-sale
4. Transitional Services: Include when seller will provide ongoing services to the company post-completion
5. Employee Matters: Include when specific arrangements for key employees are needed
6. Regulatory Compliance: Include for regulated industries or when specific regulatory requirements apply
7. Tax Covenant: Include when specific tax indemnities or arrangements are required
8. Break Fee: Include when parties want to specify damages for failure to complete
9. Escrow Arrangements: Include when part of purchase price will be held in escrow
10. Shareholder Loans: Include when dealing with existing shareholder loans
1. Details of the Company: Corporate information, share capital, and shareholding structure
2. Conditions Precedent: Detailed list of all required pre-completion conditions
3. Completion Requirements: Detailed list of completion deliverables and actions
4. Warranties: Detailed warranties about the company, business, and shares
5. Properties: Details of company's real estate assets
6. Intellectual Property: List of company's IP rights
7. Material Contracts: Summary of key commercial contracts
8. Employee Information: Details of key employees and benefits
9. Permitted Leakage: Agreed exceptions to no leakage covenant
10. Tax Affairs: Details of company's tax position and ongoing matters
11. Form of Resignation Letters: Template resignation letters for outgoing directors
12. Form of Board Resolutions: Template board resolutions for completion
13. Disclosure Letter: Exceptions to warranties
Authors
Definitions
Sale and Purchase of Shares
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnification
Tax Matters
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Announcements
Notices
Force Majeure
Regulatory Compliance
Anti-corruption
Data Protection
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendments
Waiver
Costs
Counterparts
Third Party Rights
Termination
Survival
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Authority and Capacity
Board Representation
Shareholder Rights
Exit Provisions
Manufacturing
Technology
Real Estate
Healthcare
Financial Services
Retail
Energy
Transportation
Telecommunications
Professional Services
Construction
Education
Hospitality
Mining
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Board Secretariat
Corporate Governance
Business Development
Strategy
Tax
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Head of Mergers & Acquisitions
Investment Director
Legal Director
Finance Director
Business Development Manager
Compliance Officer
Risk Manager
Board Member
Managing Director
Commercial Director
Company Secretary
Corporate Development Manager
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