Party 1 Full Name (Four-Part): National ID: Nationality: Address: Phone: Email: | Party 2 Full Name (Four-Part): National ID: Nationality: Address: Phone: Email: |
Article (1) Preamble and Definitions
1- This preamble and the attached appendices constitute an integral part of this agreement and complement its provisions, and they should be read together as a single, complete document.
2- “This agreement” refers to this contract and its appendices as well as any written amendments thereto; “the parties” refers to the parties specified in the attached contracting template, and “the party” refers to any of them; “the shares or stocks subject to the transfer” refers to the subject of cooperation outlined in this agreement; and “the applicable law” refers to the governing laws and regulations.
3- The headings of the articles are provided for ease of reference only and shall not be considered in interpretation; in case of ambiguity, refer to the common intent of the parties, the nature of the transaction, and the requirements of good faith.
4- The provisions of this agreement shall be interpreted in a manner that fully achieves its purpose and does not conflict with the applicable law.
Article (2) Capacity of the Parties and Their Qualifications
1- Each party acknowledges that it enjoys full legal capacity and authority to enter into this agreement and to execute its obligations arising therefrom, and that the person signing on its behalf is duly authorized by a valid delegation.
2- Each party acknowledges that the execution and performance of this agreement does not violate any law, license, or contractual obligation binding upon it, and certifies the accuracy and completeness of the information and documents provided.
3- Each party undertakes to obtain all necessary licenses and approvals to fulfill its obligations and to maintain their validity throughout the duration of this agreement.
Article (3) Subject of the Assignment
1- The Assignor assigns to the Assignee the number of shares as specified in this agreement, along with all associated rights and obligations.
2- The parties undertake to execute the provisions of this article in good faith and in a manner that achieves its purpose, without prejudice to the remaining provisions of the agreement.
Article (4) Duration of this Agreement and Its Effectiveness
1- This Agreement shall become effective from and shall last for a duration of .
2- This Agreement may be renewed or terminated in accordance with its provisions, and mere continuation of execution shall not result in automatic renewal unless explicitly stated in writing.
Article (5) Price and Payment Method
1- The price of the transfer and the method of payment and its timing shall be specified in this agreement, and both parties acknowledge the seriousness of the price and its adequacy.
2- The details of this shall be outlined — as necessary — in an annex that constitutes an integral part of the agreement.
Article (6) Declarations and Guarantees Regarding Ownership
1- The assignor acknowledges his ownership of the shares or stocks and that they are free from any mortgage, lien, or third-party right, and that he is competent to dispose of them.
2- The parties shall cooperate to overcome any obstacles that may hinder the implementation of this article.
Article (7) Transfer of Ownership and Registration
1- The ownership of shares or stocks shall transfer to the transferee after the payment of the price and registration in the shareholders' register and obtaining the necessary approvals.
2- The parties are obligated to implement the provisions of this article in good faith and in a manner that achieves its purpose without prejudice to the other provisions of the agreement.
Article (8) Suspensive Conditions
1- The effectiveness of the waiver is subject to obtaining any approvals, rights of preference, or conditions stipulated in the company's bylaws or the law.
2- The details thereof shall be specified — if applicable — in an annex that is an integral part of the agreement.
Article (9) Post-Completion Guarantees
1- The assignor guarantees that the shares are free from any previously undisclosed obligations and commits to indemnify for any claims related to them prior to the completion date.
2- The parties shall cooperate to overcome any obstacles that may impede the execution of this article.
Article (10) General Obligations of the Parties and Good Faith
1- Both parties are committed to executing this agreement in good faith, exercising due diligence, and mutual cooperation to achieve the best outcome for the shares or stocks subject to the transfer.
2- Each party is obligated to provide the resources, information, and support they have committed to in a timely manner and according to the agreed specifications, and to notify the other party as soon as they become aware of any obstacle affecting execution.
3- Each party shall refrain from any action or negligence that may harm the shares or stocks subject to the transfer or the legitimate interests or reputation of the other party.
4- Each party shall bear its own expenses related to the fulfillment of its obligations unless otherwise agreed in writing.
Article (11) Records, Reports, and Monitoring
1- The parties shall maintain accurate and organized records regarding the implementation of this agreement and the status of the shares or stocks subject to transfer, and each party shall provide the others with the agreed-upon periodic reports at the specified times.
2- Each party is obliged to notify the other party of any material development affecting the shares or stocks subject to transfer or their ability to fulfill their obligations as soon as they become aware of it.
3- The records and documents related to this agreement shall be kept for the legally prescribed period and shall be available for review between the parties as agreed upon, without compromising confidentiality.