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Share Sale And Purchase Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement for the sale of 60% of shares in our Saudi manufacturing company to a foreign investor, with completion scheduled for March 2025 and including specific provisions for foreign ownership approval requirements."

Document background
The Share Sale and Purchase Agreement 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 agreement must comply with Saudi Arabian laws, including the Companies Law of 2015, Capital Market regulations, and where applicable, foreign investment restrictions. It contains detailed provisions covering purchase price, payment terms, warranties, indemnities, and completion mechanics, all structured to comply with both Shariah principles and modern commercial practices. This document is particularly important in the context of Saudi Vision 2030, which has increased M&A activity and foreign investment in the Kingdom. The agreement typically requires approval from the Ministry of Commerce and may need additional regulatory approvals depending on the sector and transaction size.
Suggested Sections

1. Parties: Identification of seller(s) and purchaser(s), including full legal names, commercial registration numbers, and addresses

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred

5. Purchase Price: Agreed price, payment terms, and any Shariah-compliant financing arrangements

6. Completion: Process and requirements for closing the transaction, including regulatory approvals

7. Seller's Warranties: Representations and warranties about the shares, company, and seller's capacity

8. Purchaser's Warranties: Representations about the purchaser's capacity and authority to enter the transaction

9. Pre-Completion Obligations: Obligations of both parties between signing and completion

10. Limitations on Liability: Scope and limitations of parties' liability under the agreement

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction of Saudi courts

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed

2. Foreign Investment Provisions: Required when the purchaser is a non-Saudi entity

3. Security Arrangements: Used when part of the purchase price is deferred or secured

4. Tax Provisions: Detailed tax arrangements when specific tax structures or implications need to be addressed

5. Employee Matters: Required when the transaction involves significant employee considerations

6. Intellectual Property: Needed when IP forms a significant part of the company's assets

7. Non-Competition: Required when seller restrictions post-sale are necessary

8. Price Adjustment Mechanism: Used when the final price depends on completion accounts or other adjustments

Suggested Schedules

1. Details of the Shares: Complete description of shares being transferred including share certificates numbers

2. Company Information: Key details about the target company including corporate documents

3. Warranties: Detailed warranties about the company and its business

4. Properties: List and details of company's real estate assets

5. Material Contracts: List and summary of key contracts

6. Intellectual Property: Schedule of IP rights owned or licensed by the company

7. Completion Requirements: Detailed list of documents and actions required for completion

8. Permitted Encumbrances: List of approved existing encumbrances on shares or assets

9. Form of Transfer Instruments: Templates for share transfer forms and other required documentation

10. Regulatory Approvals: List of required governmental or regulatory approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















































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Relevant Industries

Financial Services

Manufacturing

Real Estate

Technology

Healthcare

Retail

Construction

Energy

Transportation

Telecommunications

Professional Services

Education

Hospitality

Mining

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Executive Leadership

Business Development

Investment

Company Secretariat

Treasury

Corporate Communications

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Lawyer

Investment Manager

Compliance Officer

Company Secretary

Finance Director

Managing Director

Board Member

General Counsel

Commercial Director

Business Development Manager

Risk Manager

Corporate Development Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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