The Share Purchase Contract is a crucial document used in Saudi Arabia when transferring ownership of shares between parties. It serves as the primary transaction document in share acquisitions, whether for partial or complete ownership transfers. The contract must comply with Saudi Arabian Companies Law, Capital Market Authority regulations (for listed companies), and Shariah principles. It typically includes detailed provisions on purchase price, payment mechanisms, warranties, representations, conditions precedent, and completion requirements. This document is particularly important given Saudi Arabia's complex regulatory environment and the need for specific approvals, especially in cases involving foreign investors or strategic sectors. The Share Purchase Contract also needs to address local requirements such as Zakat considerations, Ministry of Commerce registrations, and other regulatory compliance matters.
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Key Requirements PROMPT example:
Share Purchase Contract
"I need a Share Purchase Contract governed by Saudi Arabian law for the acquisition of 60% shares in a technology company by a foreign investor, including necessary foreign investment provisions and regulatory approval requirements, with completion planned for March 2025."
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1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and registration details as per Saudi requirements
2. Background: Context of the transaction, description of the target company and its share capital structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including reference to Shariah principles
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred
5. Purchase Price: Price, payment terms, and any adjustments
6. Conditions Precedent: Prerequisites for closing, including regulatory approvals and corporate authorizations
7. Completion: Closing mechanics, timing, and deliverables
8. Seller's Warranties: Standard and specific warranties regarding the shares and the company
9. Buyer's Warranties: Warranties from the buyer, including capacity and authority
10. Pre-Completion Obligations: Obligations of parties between signing and closing
11. Tax and Zakat Matters: Allocation of tax and Zakat liabilities and related indemnities
12. Confidentiality: Confidentiality obligations of all parties
13. Notices: Process for serving notices under the agreement
14. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms
1. Non-Competition and Non-Solicitation: Required when protecting business interests from seller's future activities
2. Break Fee: Include when there's a need to ensure commitment to the transaction
3. Earn-out Provisions: When part of purchase price is contingent on future performance
4. Management Provisions: When seller continues involvement in management
5. Foreign Investment Provisions: Required when buyer is a foreign entity
6. Shareholder Rights: When seller retains partial ownership
7. Anti-corruption Compliance: Particularly important for international transactions
8. Data Protection: When transaction involves significant personal data transfer
1. Details of the Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties about the company and its business
3. Properties: List of real estate owned or leased by the company
4. Intellectual Property: Schedule of IP rights owned or licensed by the company
5. Material Contracts: List of key commercial contracts
6. Employees: Key employment terms and employee benefits
7. Completion Deliverables: List of documents required at closing
8. Form of Resignation Letters: Template resignation letters for departing directors
9. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals
10. Corporate Structure: Pre and post-completion corporate structure charts
Authors
Relevant legal definitions
Agreement
Business Day
Board
Buyer
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Law
Leakage
Licenses
Loss
Material Adverse Change
Material Contracts
Ministry of Commerce
Permitted Leakage
Purchase Price
Related Party
Sale Shares
Saudi Arabia
Seller
Seller's Bank Account
Seller's Warranties
Shariah
Subsidiaries
Target Company
Tax
Tax Authority
Transaction Documents
Transfer Date
ZATCA
Zakat
Capital Market Authority
Commercial Registration
Statutory Books
Working Day
Net Asset Value
Management Accounts
Authority
Business
Claims
Completion Payment
Consent
Disclosure Bundle
Due Diligence Information
Effective Date
Guarantee
Indemnity
Liability
Material
Parties
Preliminary Agreement
Representatives
Security Interest
Share Capital
Signing Date
Termination Date
Warranties
Business Day
Board
Buyer
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Law
Leakage
Licenses
Loss
Material Adverse Change
Material Contracts
Ministry of Commerce
Permitted Leakage
Purchase Price
Related Party
Sale Shares
Saudi Arabia
Seller
Seller's Bank Account
Seller's Warranties
Shariah
Subsidiaries
Target Company
Tax
Tax Authority
Transaction Documents
Transfer Date
ZATCA
Zakat
Capital Market Authority
Commercial Registration
Statutory Books
Working Day
Net Asset Value
Management Accounts
Authority
Business
Claims
Completion Payment
Consent
Disclosure Bundle
Due Diligence Information
Effective Date
Guarantee
Indemnity
Liability
Material
Parties
Preliminary Agreement
Representatives
Security Interest
Share Capital
Signing Date
Termination Date
Warranties
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Limitations on Liability
Tax and Zakat
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs
Entire Agreement
Variations
Waiver
Severability
Counterparts
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Shariah Compliance
Regulatory Compliance
Anti-Money Laundering
Foreign Investment
Share Transfer Mechanics
Board Resignation
Management Transition
Intellectual Property
Employee Matters
Data Protection
Material Contracts
Break Fee
Indemnification
Representations
Authority and Capacity
Corporate Power
Disclosure
No Breach
Financial Statements
Business Assets
Legal Compliance
Insurance
Environmental Matters
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Limitations on Liability
Tax and Zakat
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs
Entire Agreement
Variations
Waiver
Severability
Counterparts
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Shariah Compliance
Regulatory Compliance
Anti-Money Laundering
Foreign Investment
Share Transfer Mechanics
Board Resignation
Management Transition
Intellectual Property
Employee Matters
Data Protection
Material Contracts
Break Fee
Indemnification
Representations
Authority and Capacity
Corporate Power
Disclosure
No Breach
Financial Statements
Business Assets
Legal Compliance
Insurance
Environmental Matters
Relevant Industries
Financial Services
Real Estate
Manufacturing
Technology
Healthcare
Retail
Energy
Construction
Telecommunications
Professional Services
Transportation
Education
Hospitality
Mining
Agriculture
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Corporate Secretariat
Business Development
Investment
Risk Management
Board Secretariat
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Mergers & Acquisitions Manager
Business Development Director
Finance Manager
Compliance Officer
Due Diligence Manager
Transaction Advisory Manager
Board Member
Managing Director
Investment Banker
Corporate Lawyer
Find the exact document you need
Share Purchase Contract
A Saudi Arabian law-governed agreement documenting the sale and purchase of shares in a company, including terms, conditions, and regulatory compliance requirements.
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