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Company Share Sale Agreement
"I need a Company Share Sale Agreement for the sale of 100% shares in a Saudi private manufacturing company, with completion scheduled for March 2025 and payment in two instalments."
1. Parties: Identification of Seller(s), Buyer(s) and the Target Company, including their full legal names and registration details
2. Background: Context of the transaction, including current ownership structure and purpose of the sale
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred
5. Purchase Price: Consideration amount, payment method, and timing of payments
6. Conditions Precedent: Required approvals, consents and conditions that must be satisfied before completion
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and actions required
9. Seller's Warranties: Standard warranties regarding share ownership, company status, and business conditions
10. Buyer's Warranties: Basic warranties regarding capacity to purchase and fund the transaction
11. Limitations on Liability: Caps, time limits and other restrictions on warranty claims and general liability
12. Confidentiality: Obligations regarding transaction confidentiality and company information
13. Regulatory Compliance: Compliance with Saudi laws including foreign investment and competition laws
14. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Price Adjustment: Used when purchase price may be adjusted based on completion accounts or other mechanisms
2. Non-Competition: Required when seller needs to be restricted from competing post-completion
3. Tag-Along Rights: Included when minority shareholders need protection in partial stake sales
4. Drag-Along Rights: Used when majority shareholder needs right to force minority shareholders to sell
5. Employee Matters: Required when specific arrangements for key employees are part of the transaction
6. Transitional Services: Needed when seller must provide certain services post-completion
7. Foreign Investment Provisions: Required when buyer is a foreign entity requiring SAGIA approval
8. Shariah Compliance Declaration: Required when explicit Shariah compliance confirmation is needed
9. Tax Covenant: Detailed tax provisions when specific tax risks need to be addressed
1. Share Details: Details of shares being transferred including share certificates numbers and class rights
2. Company Information: Key details about the Target Company including corporate information and licenses
3. Warranties: Detailed warranties about the business, assets, and liabilities
4. Properties: List and details of company's real estate assets
5. Material Contracts: Key contracts affecting the business
6. Intellectual Property: List of IP rights owned or licensed by the company
7. Employees: Key employee information and benefits
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Regulatory Permits: List of governmental permits and licenses
10. Completion Accounts: Format and principles for preparation of completion accounts if relevant
Authors
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Retail
Energy
Transportation
Telecommunications
Construction
Professional Services
Education
Hospitality
Mining
Agriculture
Legal
Corporate Finance
Mergers & Acquisitions
Compliance
Company Secretarial
Risk Management
Strategy
Corporate Development
Business Development
Board of Directors
Executive Management
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Investment Director
Mergers & Acquisitions Manager
Company Secretary
Compliance Officer
Finance Director
Business Development Director
Strategy Director
Corporate Development Manager
Board Member
Managing Director
Investment Banker
Due Diligence Manager
Risk Manager
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