The Share Purchase Agreement is a fundamental document used in corporate acquisitions and sales transactions in Saudi Arabia. It is typically employed when one party wishes to acquire ownership in a company through the purchase of shares from existing shareholders. The agreement must comply with Saudi Arabian law, including the Companies Law of 2015, Capital Market Authority regulations, and Shariah principles. This document is essential for both private and public company transactions, though additional requirements apply for listed companies. The agreement comprehensively covers all aspects of the share transfer, including purchase price, payment terms, warranties, indemnities, conditions precedent, and completion mechanics. It's particularly important in the Saudi Arabian context to address specific local requirements such as foreign ownership restrictions, regulatory approvals, and Shariah compliance considerations.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and details
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment mechanics
5. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including timing, location, and actions required at completion
8. Seller Warranties: Representations and warranties given by the seller regarding the shares and target company
9. Buyer Warranties: Basic representations and warranties given by the buyer
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements
12. Confidentiality: Obligations regarding confidential information and announcements
13. Governing Law and Dispute Resolution: Choice of Saudi law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Price Adjustment: Mechanisms for post-completion price adjustments based on completion accounts or other metrics - include if price is not fixed
2. Tax Covenant: Specific tax indemnities and allocation of tax liabilities - include if tax risks are significant
3. Non-Competition: Restrictions on seller's competing activities - include if seller could compete post-sale
4. Employee Matters: Specific provisions regarding employees and management - include if employment issues are material
5. Intellectual Property: Special provisions for IP transfer or licensing - include if IP is material to the business
6. Real Estate: Specific provisions regarding property matters - include if real estate is material
7. Shariah Compliance Declaration: Specific clause confirming Shariah compliance - include if required by parties or financing
8. Regulatory Compliance: Specific provisions addressing regulatory requirements - include if target is in regulated sector
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Conditions Precedent: Detailed list of all conditions precedent to completion
3. Seller Warranties: Full set of detailed warranties given by the seller
4. Completion Obligations: Detailed list of documents and actions required at completion
5. Properties: Details of all real estate owned or leased by the target company
6. Intellectual Property: List of all material IP owned or licensed by the target company
7. Material Contracts: List and details of all material contracts
8. Employees: Details of key employees and their terms of employment
9. Completion Accounts Requirements: Accounting principles and procedures for completion accounts
10. Disclosed Documents: List of documents disclosed against the warranties
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Technology
Healthcare
Energy
Retail
Telecommunications
Construction
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Agriculture
Mining
Transportation
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Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
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Chief Executive Officer
Chief Financial Officer
General Counsel
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Corporate Lawyer
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Company Secretary
Finance Director
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Board Member
Corporate Development Manager
M&A Director
Transaction Manager
Investment Banker
Business Development Director
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