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Contract Of Sale Of Shares
"I need a Contract of Sale of Shares for the sale of 40% shareholding in a Saudi private limited company in the technology sector, with completion scheduled for March 2025 and including standard warranties and board approval requirements."
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and details
2. Background: Context of the transaction, including description of the company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core terms of the share transfer, including number of shares and price
5. Purchase Price: Detailed payment terms, method of payment, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Completion: Mechanics of closing the transaction, including timing and deliverables
8. Seller's Warranties: Representations and warranties regarding the shares, company, and seller's capacity
9. Buyer's Warranties: Basic warranties regarding buyer's capacity and authority
10. Pre-Completion Obligations: Obligations of parties between signing and completion
11. Confidentiality: Provisions for maintaining confidentiality of the transaction and company information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanism
14. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Tag Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Tax Indemnity: Include when specific tax risks need to be allocated between parties
5. Earn-out Provisions: Include when part of purchase price is contingent on future performance
6. Break Fee: Include when compensation is needed if either party withdraws
7. Foreign Investment Provisions: Include when transaction involves foreign investors and compliance with foreign investment laws
8. Regulatory Approvals: Include when transaction requires specific regulatory clearances
1. Share Details: Detailed description of shares being sold including share certificates numbers
2. Company Information: Key details about the company including corporate documents and structure
3. Warranties: Detailed warranties and representations about the company and its business
4. Completion Requirements: Detailed list of documents and actions required for completion
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Material Contracts: List and details of company's material contracts
7. Properties: Details of company's real estate assets if material to transaction
8. Intellectual Property: Schedule of company's IP rights if material to transaction
9. Employee Information: Details of key employees and employment terms if relevant
Authors
Financial Services
Banking
Investment
Real Estate
Manufacturing
Technology
Healthcare
Retail
Energy
Transportation
Telecommunications
Professional Services
Construction
Mining
Agriculture
Education
Legal
Finance
Compliance
Corporate Secretariat
Risk Management
Mergers & Acquisitions
Corporate Development
Investment
Due Diligence
Board Secretariat
Corporate Governance
Treasury
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Compliance Officer
Company Secretary
Financial Director
Board Member
Managing Director
Investment Banker
Due Diligence Specialist
Corporate Finance Manager
Mergers & Acquisitions Director
General Counsel
Business Development Manager
Risk Manager
Corporate Governance Officer
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