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An Amended and Restated Shareholders Agreement becomes necessary when significant changes to an existing shareholders agreement are required, often due to changes in shareholding structure, regulatory requirements, or business operations. This document, governed by Saudi Arabian law, completely replaces the previous agreement while maintaining continuity of certain rights and obligations. It must comply with the Saudi Companies Law, Capital Market Authority regulations (if applicable), and Sharia principles. The agreement typically becomes relevant during corporate restructuring, introduction of new shareholders, changes in capital structure, or when updating governance mechanisms to align with current business needs or regulatory requirements. The document serves as the primary reference for shareholder relationships, corporate governance, and management structure, incorporating both standard international commercial practices and specific Saudi Arabian legal requirements.

1. Parties: Identification of all shareholders and the company, including their full legal names, commercial registration numbers, and addresses

2. Background: Context of the original agreement, reason for amendment and restatement, and current shareholding structure

3. Definitions: Key terms used throughout the agreement, including Arabic translations where necessary for legal certainty

4. Amendment and Restatement: Express provision that this agreement amends and restates the previous agreement, specifying what happens to rights and obligations that accrued under the original agreement

5. Share Capital and Shareholding: Details of company's share capital, shareholding percentages, and share classes if any

6. Management and Board Composition: Board structure, appointment rights, voting mechanisms, and management responsibilities

7. Shareholder Meetings: Procedures for general assemblies, voting rights, quorum requirements, and meeting notices

8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

9. Share Transfer Restrictions: Limitations on share transfers, including right of first refusal, tag-along and drag-along rights

10. Dividend Policy: Framework for profit distribution and dividend declarations

11. Deadlock Resolution: Mechanisms to resolve fundamental disagreements between shareholders

12. Sharia Compliance: Provisions ensuring the agreement and company operations comply with Islamic law principles

13. Confidentiality: Obligations regarding company and shareholder information confidentiality

14. Term and Termination: Duration of the agreement and circumstances allowing for termination

15. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms, typically specifying Saudi courts or arbitration

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability