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Transfer Of Shares Agreement
"I need a Transfer of Shares Agreement for the sale of 40% shareholding in a Saudi private limited company in the technology sector, with completion scheduled for March 2025 and payment to be made in a single installment."
1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names, addresses, and commercial registration details as required under Saudi law
2. Background: Context of the transaction, including details about the Company whose shares are being transferred and the current ownership structure
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred, and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, currency, and timing
6. Conditions Precedent: Prerequisites to completion, including necessary regulatory approvals and corporate authorizations
7. Completion: Mechanics of transfer completion, including timing, location, and actions required by each party
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
9. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Dispute Resolution: Specification of Saudi law as governing law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Non-Competition: Restrictions on seller's future business activities - include when seller is an individual or operating in the same industry
2. Board Resignation: Terms for resignation of seller's board representatives - include when seller has board representation
3. Transitional Services: Arrangements for post-completion services by seller - include when seller has been actively involved in management
4. Foreign Investment Provisions: Additional provisions required for foreign investors - include when buyer is non-Saudi
5. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
6. Employee Matters: Provisions regarding key employees - include when there are important personnel considerations
1. Share Details: Details of shares being transferred including share certificates numbers and class of shares
2. Company Information: Key company details including registration number, address, and current shareholding structure
3. Warranties: Detailed list of warranties given by the seller regarding the company and shares
4. Completion Requirements: Detailed list of documents and actions required for completion
5. Corporate Authorizations: Copies of relevant corporate approvals and authorizations
6. Regulatory Approvals: List and copies of required regulatory approvals
7. Form of Transfer Instruments: Templates for share transfer forms and other required documentation
8. Existing Encumbrances: Details of any existing encumbrances on the shares being transferred
Authors
Articles of Association
Board
Business Day
Buyer
Capital Market Authority
Commercial Registration
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed Information
Encumbrance
Governmental Authority
Group
Ministry of Commerce
Parent Company
Party/Parties
Purchase Price
Related Party
Regulatory Approvals
Sale Shares
Saudi Arabia
Seller
Share Capital
Shareholders Agreement
Shares
Subsidiary
Tax
Third Party
Transaction Documents
Transfer Date
Warranties
Working Hours
Material Adverse Change
Losses
Long Stop Date
Foreign Investment License
SAMA
Zakat
Signing Date
Representative
Security Interest
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
Regulatory Compliance
Foreign Investment Requirements
Confidentiality
Non-Competition
Non-Solicitation
Board Composition
Shareholder Rights
Dividends
Share Certificates
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Corporate Governance
Information Rights
Representations
Indemnification
Force Majeure
Termination
Notices
Assignment
Amendments
Waiver
Severability
Costs
Governing Law
Dispute Resolution
Entire Agreement
Third Party Rights
Counterparts
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Transportation
Construction
Professional Services
Education
Telecommunications
Hospitality
Agriculture
Mining
Legal
Finance
Compliance
Corporate Secretariat
Investment
Risk Management
Corporate Governance
Board Secretariat
Mergers and Acquisitions
Business Development
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Compliance Officer
Managing Director
Board Member
Shareholder Relations Manager
Business Development Director
General Counsel
Corporate Governance Officer
Finance Manager
Investment Banker
Due Diligence Officer
Risk Manager
Transaction Advisory Manager
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