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The Call Option Shareholders Agreement is a crucial document used in Saudi Arabian corporate transactions where parties wish to establish future share purchase rights. This agreement is particularly valuable in joint ventures, investment structures, or business succession planning, where stakeholders need predetermined mechanisms to acquire additional shareholding. The document must carefully balance commercial objectives with regulatory requirements, including compliance with Saudi Companies Law, Capital Market Authority regulations, and Sharia principles. It typically includes detailed provisions on option exercise mechanics, price determination, completion procedures, and necessary regulatory approvals. The agreement is especially relevant in scenarios involving strategic investors, family businesses planning succession, or corporate restructuring where phased ownership changes are desired.

1. Parties: Identification of all parties to the agreement, including the option holder and the grantor

2. Background: Context of the agreement, including current shareholding structure and purpose of the option arrangement

3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Option Shares', 'Exercise Price', 'Exercise Period', etc.

4. Grant of Option: Core provision establishing the call option, number of shares subject to option, and basic terms

5. Exercise Price and Payment: Detailed provisions on how the exercise price is calculated and payment mechanisms

6. Exercise Period and Procedure: Timeframe during which the option can be exercised and step-by-step process for exercise

7. Completion of Transfer: Process for completing the transfer of shares once option is exercised

8. Representations and Warranties: Standard warranties regarding share ownership, authority to sell, and absence of encumbrances

9. Covenants: Ongoing obligations of parties during the option period

10. Shariah Compliance: Specific provisions ensuring the agreement complies with Islamic law principles

11. Regulatory Compliance: Provisions ensuring compliance with Saudi corporate and securities laws

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for formal communications between parties

14. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.