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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."
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
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
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
Financial Services
Real Estate
Manufacturing
Technology
Healthcare
Retail
Energy
Transportation
Construction
Professional Services
Telecommunications
Education
Hospitality
Mining
Agriculture
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Board of Directors
Corporate Secretariat
Investment
Due Diligence
Risk Management
Treasury
Tax
Regulatory Affairs
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
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