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The Share Repurchase Agreement is a crucial document used when a Saudi Arabian company decides to buy back its own shares from existing shareholders, whether for capital restructuring, employee stock programs, or other corporate purposes. The agreement must strictly comply with Saudi Companies Law 2015, which imposes specific limitations on share buybacks (including the 10% cap for listed companies) and requires various corporate and regulatory approvals. The document includes detailed provisions on valuation methodology, payment mechanisms, and completion procedures, all structured to ensure Sharia compliance. It's particularly important in the Saudi context due to the unique regulatory environment, which requires careful consideration of both conventional corporate law and Islamic financial principles. The agreement typically requires approval from the company's board of directors and, in many cases, the Capital Market Authority or Ministry of Commerce.

1. Parties: Identification of the Company as purchaser and the Shareholder(s) as seller(s), including full legal names and registration details

2. Background: Context of the share repurchase, including company's share capital structure and reason for repurchase

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including relevant Saudi law terms

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Purchase Price and Payment: Details of consideration, payment method, and timing in compliance with Saudi banking regulations

6. Conditions Precedent: Required approvals, including board/shareholder resolutions and regulatory clearances under Saudi law

7. Completion: Mechanics and timing of closing, including share transfer procedures under Saudi regulations

8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and compliance with Saudi law

9. Company's Warranties: Warranties regarding corporate authority, financial condition, and regulatory compliance

10. Regulatory Compliance: Specific provisions ensuring compliance with Companies Law limits and CMA regulations

11. Sharia Compliance: Confirmation of transaction's compliance with Sharia principles

12. Confidentiality: Obligations regarding transaction confidentiality and permitted disclosures

13. Notices: Process for formal communications between parties

14. Governing Law and Jurisdiction: Confirmation of Saudi law governance and jurisdiction of Saudi courts