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Shareholder Subscription Agreement
"I need a Shareholder Subscription Agreement under Saudi Arabian law for a tech startup's Series A funding round, where a foreign venture capital firm will subscribe for 20% of the company's shares, with completion targeted for March 2025."
1. Parties: Identification of the Company and the Subscriber(s), including full legal names and details as required by Saudi law
2. Background: Recitals explaining the context of the subscription, company's status, and authorization for share issuance
3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation, including Arabic/English language precedence
4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing requirements
6. Warranties and Representations: Standard warranties from both the Company and Subscriber, including Shariah compliance confirmations
7. Subscriber's Undertakings: Pre and post-completion obligations of the subscriber
8. Company's Undertakings: Obligations of the company regarding the subscription shares and corporate actions
9. Regulatory Compliance: Compliance with Saudi laws, CMA regulations, and other applicable requirements
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process for serving notices and communications
12. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
13. Governing Law and Jurisdiction: Saudi law as governing law and jurisdiction of Saudi courts
1. Tag-Along Rights: Include when existing shareholders require protection in case of future share transfers
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Anti-dilution Protection: Include for minority shareholders requiring protection against future dilutive share issues
4. Board Representation: Include when subscriber is to receive board representation rights
5. Dividend Policy: Include when specific dividend arrangements are agreed
6. Share Transfer Restrictions: Include when specific transfer restrictions beyond statutory requirements are needed
7. Islamic Finance Provisions: Include specific Shariah compliance provisions when required by parties or financing structure
1. Subscription Details: Details of shares, price per share, and total subscription amount
2. Form of Completion Certificate: Template certificate confirming completion of subscription requirements
3. Company Information: Key corporate information including shareholding structure and corporate documents
4. Warranties: Detailed warranties from both Company and Subscriber
5. Required Regulatory Approvals: List of required governmental and regulatory approvals
6. Form of Board Resolution: Template board resolution approving the subscription
7. KYC Requirements: List of required KYC documents and forms as per Saudi regulations
8. Shariah Compliance Certificate: If applicable, certificate from Shariah advisor confirming compliance
Authors
Financial Services
Technology
Healthcare
Real Estate
Manufacturing
Retail
Energy
Telecommunications
Professional Services
Construction
Agriculture
Mining
Education
Transportation
Tourism
Legal
Finance
Corporate Governance
Compliance
Investment
Corporate Development
Board Secretariat
Shareholder Relations
Risk Management
Corporate Communications
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Legal Director
Investment Manager
Corporate Finance Manager
Compliance Officer
Board Director
Managing Director
Finance Director
Company Secretary
Shareholder Relations Manager
Investment Banking Officer
Private Equity Manager
Venture Capital Manager
Corporate Development Manager
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