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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and details as required under Saudi law
2. Background: Context of the transaction, description of the target company and share ownership
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment mechanisms
5. Conditions Precedent: Required approvals, consents and actions needed before closing, including any regulatory requirements
6. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business requirements
7. Closing: Closing mechanics, deliverables and timing
8. Seller Warranties: Standard and specific warranties regarding the shares, company and business
9. Buyer Warranties: Basic warranties regarding capacity and authority to enter into the transaction
10. Tax Matters: Tax and Zakat-related provisions, including allocations and indemnities
11. Confidentiality: Confidentiality obligations regarding the transaction and company information
12. Announcements: Requirements for public announcements and press releases
13. Notices: Process for formal communications between parties
14. Governing Law and Disputes: Saudi law as governing law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and counterparts
1. Price Adjustment: Mechanisms for post-closing price adjustments, used when price depends on closing accounts or other variables
2. Non-Competition: Restrictions on seller's competing activities, included when seller is an individual or operating entity
3. Transitional Services: Arrangements for post-closing services by seller, needed when business continuity requires seller's involvement
4. Employee Matters: Specific provisions regarding employees, needed when transaction affects employment arrangements
5. Intellectual Property: Special IP provisions, required when IP is a significant asset
6. Real Estate: Specific provisions for company's real estate, needed when property holdings are material
7. Break Fee: Provisions for payment if deal fails, used in higher-value transactions
8. Foreign Investment Provisions: Additional provisions required when buyer is a foreign entity
1. Share Details: Details of shares being transferred including share certificates numbers and ownership history
2. Company Information: Key details about the target company including corporate documents and structure
3. Warranties: Detailed warranties and any agreed qualifications or disclosures
4. Properties: List and details of company's real estate assets
5. Material Contracts: List and copies of key contracts
6. Intellectual Property: Schedule of IP rights owned or used by the company
7. Closing Deliverables: Detailed list of documents and actions required at closing
8. Form of Resignation Letters: Template resignation letters for departing directors
9. Form of Corporate Resolutions: Template board and shareholder resolutions required for the transaction
10. Regulatory Approvals: List of required governmental and regulatory approvals
Financial Services
Manufacturing
Real Estate
Technology
Healthcare
Retail
Energy
Transportation
Construction
Professional Services
Telecommunications
Education
Hospitality
Mining
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Strategy
Corporate Secretariat
Risk Management
Treasury
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Head of Legal
Head of Mergers & Acquisitions
Investment Director
Corporate Development Manager
Financial Controller
Legal Counsel
Company Director
Board Member
Investment Manager
Transaction Manager
Compliance Officer
Due Diligence Manager
Integration Manager
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