Stock Sale And Purchase Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Stock Sale And Purchase Agreement

"I need a Stock Sale and Purchase Agreement for the acquisition of 60% shareholding in a Saudi private manufacturing company, where the purchaser is a UAE-based corporation, with completion expected by March 2025 and including post-completion technical support arrangements."

Document background
The Stock Sale And Purchase Agreement is a fundamental document used in corporate transactions in Saudi Arabia when transferring ownership of shares between parties. It is particularly important in the Saudi context due to specific regulatory requirements and the need for compliance with both modern commercial law and Shariah principles. This document is used when a shareholder (individual or corporate) wishes to sell their shareholding to another party, whether in full or in part. The agreement must address various Saudi-specific requirements including Ministry of Commerce approvals, Capital Market Authority regulations (for listed companies), and foreign investment restrictions where applicable. It includes comprehensive provisions covering purchase price, payment terms, warranties, conditions precedent, completion mechanics, and post-completion obligations. The document must be structured to ensure enforceability under Saudi law while protecting both parties' interests in the transaction.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, commercial registration details, and authorized representatives

2. Background: Context of the transaction, description of the target company, and current ownership structure

3. Definitions: Defined terms used throughout the agreement, including specific Saudi legal and regulatory terms

4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership, and price

5. Purchase Price: Detailed price provisions, payment mechanics, and any adjustments

6. Conditions Precedent: Required approvals, including regulatory clearances from Saudi authorities and any third-party consents

7. Completion: Mechanics for closing the transaction, including required notifications and registrations with Saudi authorities

8. Seller's Warranties: Representations regarding ownership, authority, target company status, and compliance with Saudi laws

9. Purchaser's Warranties: Representations regarding authority, funding, and compliance with Saudi laws

10. Pre-Completion Obligations: Conduct of business requirements between signing and closing

11. Indemnification: Liability and indemnity provisions compliant with Saudi law

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms

14. General Provisions: Standard boilerplate provisions adapted to Saudi law requirements

Optional Sections

1. Shariah Compliance: Required if any financing aspects need explicit Shariah compliance confirmation

2. Foreign Investment Provisions: Required if the purchaser is a foreign entity, addressing SAGIA requirements

3. Competition Clearance: Required for transactions meeting Saudi merger control thresholds

4. Tax Covenant: Detailed tax-related provisions, required for complex transactions or where specific tax risks are identified

5. Employee Matters: Required if specific arrangements for key employees or labor matters are part of the transaction

6. Transitional Services: Required if post-completion services are to be provided between parties

7. Non-Competition: Required if seller restrictions are needed post-completion

8. Break Fee: Required if break fees are part of the transaction structure

Suggested Schedules

1. Share Details: Details of shares being transferred, including share certificates numbers and shareholder register entries

2. Warranties: Detailed warranties and representations

3. Completion Requirements: Detailed list of documents and actions required for completion

4. Company Information: Details of the target company, including corporate documents and licenses

5. Properties: List of real estate assets and related documents

6. Material Contracts: Key contracts and agreements of the target company

7. Intellectual Property: IP rights and registrations

8. Regulatory Approvals: Required governmental and regulatory approvals

9. Disclosed Documents: List of documents disclosed against the warranties

10. Form of Transfer Instruments: Forms of share transfer documentation required under Saudi law

11. Corporate Authorities: Required corporate approvals and authorizations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Healthcare

Retail

Energy

Transportation

Construction

Professional Services

Telecommunications

Education

Hospitality

Mining

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Board of Directors

Corporate Secretariat

Investment

Due Diligence

Risk Management

Treasury

Tax

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Finance Director

Investment Manager

Compliance Officer

Due Diligence Manager

Transaction Manager

Managing Director

Board Member

Shareholder

M&A Director

Corporate Development Manager

Investment Banker

Legal Counsel

Financial Controller

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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