Equity Distribution Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Equity Distribution Agreement

"I need an Equity Distribution Agreement for distributing 500,000 common shares of our Saudi manufacturing company to qualified institutional investors, with specific provisions for foreign investment restrictions and Sharia compliance certification."

Document background
The Equity Distribution Agreement is a crucial document used in Saudi Arabian capital markets when companies seek to distribute equity securities to investors. It is particularly relevant for both private and public offerings, ensuring compliance with the Kingdom's regulatory framework, including CMA regulations and Sharia requirements. The document is essential for companies engaging in capital raising activities, corporate restructuring, or expanding their shareholder base in Saudi Arabia. It addresses key aspects such as distribution mechanics, regulatory compliance, investor rights, and market obligations. The agreement must navigate both conventional financial requirements and Islamic finance principles, making it unique to the Saudi Arabian context. It includes comprehensive provisions for local and international investors, taking into account foreign investment restrictions and local market practices.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names, commercial registration numbers, and authorized representatives

2. Background: Context of the agreement, including description of the business and purpose of the equity distribution

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Subject Matter of Distribution: Details of the equity interests being distributed, including class, type, and quantity of shares or securities

5. Distribution Terms: Terms and conditions of the distribution, including pricing, allocation mechanism, and distribution period

6. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and compliance with laws

7. Regulatory Compliance: Obligations regarding compliance with Saudi laws, CMA regulations, and Sharia principles

8. Distribution Mechanics: Detailed procedures for executing the distribution, including documentation and timing requirements

9. Payment Terms: Payment mechanisms, currency, and settlement procedures

10. Termination: Circumstances under which the agreement may be terminated and the consequences of termination

11. Governing Law and Jurisdiction: Explicit statement of Saudi law as governing law and jurisdiction of Saudi courts

12. Notices: Communication procedures and contact details for formal notices between parties

13. Confidentiality: Obligations regarding confidential information and trade secrets

14. Force Majeure: Provisions for unforeseen circumstances preventing performance

Optional Sections

1. Foreign Investment Provisions: Required when any party is a foreign entity, addressing SAGIA requirements and foreign ownership restrictions

2. Sharia Compliance Declaration: Detailed section on Sharia compliance, required when the distribution involves Islamic financial institutions or explicitly requires Sharia compliance

3. Lock-up Provisions: Restrictions on further transfer or sale of distributed equity, included when required by regulators or agreed between parties

4. Tax Considerations: Specific provisions regarding tax implications and responsibilities, important for cross-border distributions

5. Electronic Trading Provisions: Required when the equity will be traded on electronic platforms or through Tadawul

6. Underwriting Arrangements: Included when third-party underwriters are involved in the distribution

7. Market Making Provisions: Required when market makers will be appointed for the distributed securities

Suggested Schedules

1. Schedule 1 - Equity Securities Description: Detailed description of the equity securities being distributed, including rights and restrictions

2. Schedule 2 - Distribution Timeline: Detailed timeline of the distribution process, including key dates and milestones

3. Schedule 3 - Pricing Mechanism: Formula and procedures for determining the distribution price

4. Schedule 4 - Required Approvals: List of regulatory and corporate approvals required for the distribution

5. Schedule 5 - Distribution Territory: Geographic scope of the distribution and any territorial restrictions

6. Appendix A - Form of Transfer Documents: Template documents required for executing the distribution

7. Appendix B - Regulatory Compliance Checklist: Checklist of regulatory requirements and compliance steps

8. Appendix C - Required Notices and Disclosures: Templates for required notices and disclosure documents

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Investment Banking

Securities Trading

Corporate Finance

Private Equity

Real Estate Investment

Manufacturing

Technology

Healthcare

Energy

Telecommunications

Infrastructure

Professional Services

Relevant Teams

Legal

Finance

Compliance

Corporate Finance

Treasury

Risk Management

Company Secretariat

Board of Directors

Sharia Advisory

Investment Banking

Capital Markets

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Compliance Officer

Investment Manager

Corporate Finance Director

Capital Markets Director

Treasury Manager

Risk Manager

Company Secretary

Board Director

Sharia Compliance Officer

Head of Equity

Investment Banking Director

Regulatory Affairs Manager

Financial Controller

Industries
Teams

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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