The Shares Agreement is a crucial document used in Saudi Arabia when transferring ownership of shares in a company from one party to another. This agreement is essential for both private and public companies, though the specific requirements may vary. The document must comply with the Saudi Companies Law, Capital Market Authority regulations, and Sharia principles, making it distinct from share purchase agreements in other jurisdictions. The agreement typically includes detailed provisions on the transaction structure, warranties, representations, conditions precedent, and completion mechanics. It's particularly important to note that certain sectors in Saudi Arabia have specific foreign ownership restrictions and additional regulatory requirements that must be reflected in the agreement. The Shares Agreement serves as the primary document evidencing the terms of the transaction and protecting the interests of all parties involved.
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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the transaction, including company details and purpose of the share transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and class of shares
5. Consideration: Details of payment terms, method, and timing
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Completion: Timing and mechanics of completion, including actions required at completion
8. Seller's Warranties: Warranties given by the seller regarding the shares and company
9. Buyer's Warranties: Warranties given by the buyer, including capacity to purchase
10. Covenants: Ongoing obligations of the parties post-completion
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for serving notices under the agreement
13. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc
1. Tag Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag Along Rights: Include when majority shareholders need the right to force minorities to join in a sale
3. Non-Competition: Include when sellers need to be restricted from competing post-sale
4. Management Provisions: Include when buyer requires specific management arrangements post-completion
5. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
6. Foreign Investment Provisions: Include when any party is non-Saudi and foreign investment regulations apply
7. Shariah Compliance Declaration: Include when explicit confirmation of Shariah compliance is required
8. Pre-emption Rights: Include when existing shareholders should have first right to purchase shares
1. Details of the Company: Complete corporate information including registration details, capital structure
2. Details of the Shares: Specific information about the shares being transferred
3. Warranties: Detailed warranties given by the seller regarding the company and shares
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Corporate Documents: Copies of key corporate documents including articles of association
7. Regulatory Approvals: List of required regulatory approvals and their status
8. Disclosure Letter: Seller's disclosures against the warranties
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Transportation
Telecommunications
Professional Services
Construction
Education
Mining
Agriculture
Hospitality
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Investment
Mergers & Acquisitions
Business Development
Board Secretariat
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Mergers & Acquisitions Manager
Compliance Officer
Business Development Director
Finance Manager
Board Director
Company Secretary
General Counsel
Investment Banker
Corporate Lawyer
Risk Manager
Regulatory Affairs Manager
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