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The Pledge of Shares Agreement is a key security document used in Saudi Arabian financing transactions where shares are provided as collateral for financial obligations. It is commonly used in corporate lending, acquisition financing, and restructuring scenarios. The document must comply with multiple Saudi regulations including the Companies Law, Commercial Pledge Law, and where applicable, Capital Market Authority regulations for listed companies. The agreement includes crucial details about the pledged shares, perfection requirements, enforcement mechanisms, and must be structured to be Sharia-compliant. It requires specific registration with Saudi authorities and may need additional provisions depending on whether the shares are in listed or unlisted companies, or whether foreign ownership is involved. The document serves as essential security documentation for lenders while protecting the rights of all parties involved.

1. Parties: Identification of the Pledgor, Pledgee, and Company whose shares are being pledged

2. Background: Context of the pledge arrangement, underlying obligations, and relationship between parties

3. Definitions and Interpretation: Key terms used in the agreement, including Sharia-compliant terminology

4. Pledge and Security: Core provisions creating the pledge over shares, including the scope and nature of the security interest

5. Perfection Requirements: Steps required to perfect the pledge under Saudi law, including registration requirements

6. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and absence of encumbrances

7. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares

8. Voting Rights and Dividends: Provisions governing exercise of shareholder rights during the pledge period

9. Events of Default: Circumstances triggering enforcement rights

10. Enforcement: Sharia-compliant enforcement mechanisms and procedures

11. Duration and Release: Term of the pledge and conditions for release

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution

14. General Provisions: Standard boilerplate clauses adapted for Saudi law