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Preliminary Share Purchase Agreement
"I need a Preliminary Share Purchase Agreement for the acquisition of a Saudi manufacturing company, where the purchaser is a foreign investor from the UK, with a planned completion date of March 2025 and a 60-day exclusivity period."
1. Parties: Identification of the seller(s), purchaser(s), and the target company, including their full legal names and registration details
2. Background: Context of the transaction, brief description of the target company, and purpose of the preliminary agreement
3. Definitions: Key terms used throughout the agreement, ensuring clarity and consistent interpretation
4. Sale and Purchase: Basic agreement to sell and purchase shares, subject to conditions and due diligence
5. Purchase Price: Preliminary price or price calculation mechanism, including any deposits or earnest money
6. Due Diligence: Framework for conducting due diligence, including scope, timeline, and access rights
7. Conditions Precedent: Key conditions that must be satisfied before proceeding to definitive agreements
8. Exclusivity: Period during which seller cannot negotiate with other potential buyers
9. Confidentiality: Obligations regarding confidential information exchanged during negotiations
10. Timeline: Key dates and deadlines for due diligence, definitive agreements, and closing
11. Costs: Allocation of costs and expenses related to the transaction
12. Governing Law and Jurisdiction: Specification of Saudi law as governing law and relevant dispute re红杏直播 mechanisms
13. Termination: Circumstances under which either party can terminate the preliminary agreement
14. Signing and Execution: Execution provisions compliant with Saudi law requirements
1. Break Fee: Applicable when parties want to include a fee payable if either party withdraws from negotiations
2. Management Control: Used when interim management arrangements are needed during the due diligence period
3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
4. Employee Matters: Relevant when employment considerations are critical to the transaction
5. Shariah Compliance: Detailed section needed when transaction involves Islamic financing or specific Shariah requirements
6. Foreign Investment Provisions: Required when the purchaser is a foreign entity
7. Competition Clearance: Needed when the transaction size requires competition authority approval
8. Interim Period Covenants: Used when specific operational restrictions are needed during the negotiation period
1. Share Information: Details of shares being sold, including class, rights, and current ownership
2. Initial Due Diligence Checklist: Preliminary list of documents and information required for due diligence
3. Timetable: Detailed timeline of key dates and milestones
4. Form of Confidentiality Agreement: Template of detailed NDA if not already executed
5. Material Contracts: List of key contracts requiring review or consent
6. Regulatory Requirements: List of required regulatory approvals and filings
7. Permitted Actions: List of actions the target company can take during the exclusivity period
8. Corporate Structure: Current and proposed corporate structure diagrams
Authors
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Construction
Transportation
Mining
Agriculture
Education
Hospitality
Legal
Corporate Finance
Mergers & Acquisitions
Executive Leadership
Business Development
Compliance
Due Diligence
Corporate Secretariat
Risk Management
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Head of Mergers & Acquisitions
Investment Director
Business Development Director
Company Secretary
Financial Controller
Compliance Officer
Board Member
Managing Director
Transaction Manager
Due Diligence Manager
Corporate Finance Manager
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