A Share Sale Agreement is a fundamental document used in corporate transactions in Saudi Arabia when transferring ownership of shares in a company. This agreement is essential for both private and public company transactions, though different regulatory requirements may apply depending on the company type. The document must comply with Saudi Arabian Companies Law, Capital Market Authority regulations (for listed companies), and Sharia principles. A Share Sale Agreement typically includes detailed provisions on the sale price, payment terms, warranties, representations, conditions precedent, and completion mechanics. It's particularly important to consider Saudi-specific requirements such as Ministry of Commerce approvals, foreign ownership restrictions, and Zakat/tax implications. The agreement serves as the primary transaction document and often forms part of a larger suite of documents in more complex corporate restructurings or acquisitions.
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1. Parties: Identification of the Seller(s) and Buyer(s) with 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: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred, and price
5. Purchase Price: Details of the consideration, payment terms, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity to sell
10. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to purchase
11. Limitations on Liability: Limitations on warranty claims and general liability of the parties
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Tax Covenants: Detailed tax-related provisions, used when specific tax risks need to be allocated
2. Non-Competition: Restrictions on seller's future competitive activities, used when seller is an individual or strategic investor
3. Transitional Services: Provisions for post-completion services by seller, used when operational continuity is crucial
4. Earn-out Provisions: Mechanisms for additional payments based on future performance, used when price includes contingent elements
5. Employee Matters: Specific provisions regarding key employees, used when retention is crucial
6. Intellectual Property Rights: Special provisions for IP protection, used when company has significant IP assets
7. Foreign Investment Provisions: Additional provisions required for foreign buyers under Saudi law
8. Shareholder Approval: Specific requirements for shareholder approval, used for listed companies or when required by articles
1. Details of the Company: Full corporate information including registration details, share capital, and current shareholding
2. The Shares: Detailed description of the shares being sold including share certificates numbers and class rights
3. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Warranties: Full list of detailed warranties given by the seller
6. Property: Details of company's real estate assets if material to the transaction
7. Material Contracts: List and details of the company's material contracts
8. Intellectual Property: Schedule of company's IP rights if material
9. Employee Information: Details of key employees and their terms of employment
10. Data Room Index: Index of documents disclosed during due diligence
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