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Subscription And Shareholders Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Subscription And Shareholders Agreement

"I need a Subscription and Shareholders Agreement for a Saudi tech startup, where three venture capital firms are investing SAR 10 million for a combined 30% stake, with completion expected by March 2025 and standard minority investor protections."

Document background
The Subscription And Shareholders Agreement is a fundamental document used in Saudi Arabian corporate transactions when new investors are entering a company while simultaneously establishing long-term governance arrangements. It serves dual purposes: facilitating the subscription of new shares and setting out the ongoing relationship between shareholders. This document is particularly crucial in private equity investments, joint ventures, and growth capital scenarios where new shareholders are investing in existing companies. The agreement must comply with Saudi Arabian Companies Law, Capital Market Regulations, and where applicable, foreign investment regulations. It typically includes detailed provisions covering share subscription mechanics, payment terms, warranties, board representation rights, reserved matters, share transfer restrictions, and exit provisions. The document is essential for protecting both majority and minority shareholders' interests while ensuring compliance with local legal requirements and market practices.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the Company, existing shareholders, and new subscribers

2. Background: Context of the transaction, current ownership structure, and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Subscription: Details of share subscription, including number of shares, price, and payment terms

5. Completion: Conditions precedent, completion mechanics, and timing

6. Warranties and Representations: Warranties given by the Company, existing shareholders, and subscribers

7. Board Composition and Management: Board structure, appointment rights, and management provisions

8. Shareholder Rights and Obligations: Voting rights, dividend rights, and other shareholder obligations

9. Reserved Matters: Decisions requiring special majority or unanimous approval

10. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

11. Tag and Drag Rights: Co-sale rights and forced sale provisions

12. Information Rights: Shareholders' rights to company information and reporting obligations

13. Confidentiality: Protection of confidential information and trade secrets

14. Term and Termination: Duration of the agreement and termination provisions

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

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

Optional Sections

1. Anti-dilution Protection: Protection for investors against future dilution of shareholding - include when dealing with sophisticated investors

2. IPO Rights: Rights and obligations in case of an initial public offering - include when IPO is a likely exit route

3. Strategic Rights: Special rights for strategic investors - include when strategic investors are involved

4. Shariah Compliance: Provisions ensuring compliance with Islamic law - include when parties require Shariah compliance

5. Employee Share Scheme: Provisions for employee share ownership - include when employee participation is planned

6. Intellectual Property Rights: Special provisions for IP ownership and licensing - include for technology companies

7. Non-Competition and Non-Solicitation: Restrictions on competitive activities - include when protecting business interests is crucial

Suggested Schedules

1. Capital Structure: Details of share capital, shareholders and their shareholdings

2. Completion Requirements: List of documents and actions required for completion

3. Company Information: Key details about the Company including registration information

4. Reserved Matters List: Detailed list of matters requiring special approval

5. Form of Deed of Adherence: Template for new shareholders joining the agreement

6. Business Plan: Initial business plan and financial projections

7. Warranties: Detailed warranties given by the Company and existing shareholders

8. Key Management Contracts: Summary or copies of key management employment terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Manufacturing

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Retail

Energy

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Relevant Teams

Legal

Corporate Finance

Compliance

Executive Leadership

Corporate Governance

Investment

Business Development

Strategy

Risk Management

Treasury

Corporate Affairs

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

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Board Member

Compliance Officer

Investment Manager

Corporate Lawyer

Finance Director

Business Development Director

Strategy Director

Risk Manager

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Industries








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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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