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1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current ownership structure and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion, including regulatory approvals
6. Completion: Details of when, where, and how the transfer will be completed, including required documents
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties regarding authority to purchase and ability to pay
9. Company Related Warranties: Warranties about the company's business, assets, and liabilities
10. Regulatory Compliance: Compliance with Saudi laws and regulations, including Ministry of Commerce requirements
11. Confidentiality: Obligations to keep transaction details confidential
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes
14. Language: Specification of controlling language version (typically Arabic for Saudi agreements)
1. Pre-emptive Rights Waiver: Required if other shareholders have pre-emptive rights that need to be waived
2. Post-Completion Obligations: Used when parties have continuing obligations after completion
3. Non-Competition: Included when seller needs to be restricted from competing
4. Tax Indemnity: Required for complex transactions with specific tax implications
5. Foreign Investment Provisions: Needed when the buyer is a foreign entity
6. Transitional Services: Used when seller will provide services post-completion
7. Break Fee: Included when parties want to specify compensation for failed completion
8. Anti-Money Laundering Compliance: Required for high-value transactions or when involving regulated entities
1. Share Details: Detailed description of shares being transferred, including share certificates numbers
2. Completion Requirements: Checklist of documents and actions required for completion
3. Warranties: Detailed warranties beyond those in main agreement
4. Company Information: Key details about the company, including corporate documents and licenses
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Regulatory Approvals: List of required governmental or regulatory approvals
7. Board and Shareholder Resolutions: Required corporate approvals for the transfer
8. Disclosure Letter: Seller's disclosures against warranties
Financial Services
Manufacturing
Real Estate
Technology
Healthcare
Retail
Professional Services
Energy
Telecommunications
Construction
Transportation
Education
Hospitality
Mining
Agriculture
Legal
Finance
Corporate Development
Compliance
Risk Management
Corporate Secretariat
Investment
Mergers & Acquisitions
Business Development
Corporate Governance
Regulatory Affairs
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Compliance Officer
Investment Manager
Corporate Development Director
Financial Controller
Board Director
Managing Director
Mergers & Acquisitions Director
Business Development Manager
Legal Counsel
Company Secretary
Risk Manager
Regulatory Affairs Manager
Transaction Manager
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