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Sale Of Shares Agreement
"I need a Sale Of Shares Agreement for the sale of 60% shareholding in a Saudi technology company to a foreign investor, with completion planned for March 2025, including specific provisions for technology transfer and protection of intellectual property."
1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and addresses
2. Background: Context of the transaction, description of the company whose shares are being sold, and current ownership structure
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, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Completion: Mechanics of completion, including timing, location, and actions required
7. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity
8. Buyer's Warranties: Warranties regarding buyer's capacity and ability to complete
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Requirements for public statements about the transaction
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction details
14. General Provisions: Standard boilerplate clauses including entire agreement, variations, waivers
1. Tax Covenants: Detailed tax-related provisions, used when specific tax risks need to be allocated
2. Non-Competition: Restrictions on seller's future activities, used when seller might compete
3. Transitional Services: Used when seller needs to provide ongoing services post-completion
4. Employee Matters: Specific provisions regarding employees, used when employment issues are material
5. Intellectual Property: Special IP provisions, used when IP is a material asset
6. Shariah Compliance: Specific provisions ensuring compliance with Shariah principles, used when required by parties
7. Foreign Investment Provisions: Used when transaction involves foreign investors
8. Break Fee: Used in larger transactions where abort costs need to be allocated
1. Details of the Company: Corporate information, shareholding structure, and key details
2. Conditions Precedent: Detailed list of all conditions to be satisfied
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties given by the seller
5. Properties: Details of company's real estate assets
6. Intellectual Property: List of IP owned or licensed by the company
7. Material Contracts: List and details of key contracts
8. Employee Information: Details of key employees and employment terms
9. Data Room Index: Index of due diligence materials provided
10. Disclosure Letter: Specific disclosures against warranties
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Construction
Mining
Agriculture
Education
Transportation
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Executive Leadership
Treasury
Tax
Human Resources
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Finance Director
Managing Director
Head of Mergers & Acquisitions
Investment Manager
Compliance Officer
Board Director
Commercial Director
Chief Operating Officer
Corporate Development Manager
Risk Manager
Transaction Manager
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