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Investment Shareholder Agreement
"I need an Investment Shareholder Agreement under Saudi law for a tech startup receiving Series A funding from a foreign investor, with specific provisions for Shariah-compliant profit distribution and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including company formation details and investment purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Capital Structure and Shares: Details of share classes, capital amounts, and ownership percentages
5. Subscription and Payment: Terms of share subscription and payment obligations
6. Corporate Governance: Board composition, appointment rights, and management structure
7. Shareholder Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders
8. Share Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
9. Reserved Matters: Decisions requiring special majority or unanimous approval
10. Financial Matters and Distributions: Profit distribution, accounting principles, and financial management
11. Confidentiality: Protection of company and shareholder confidential information
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Exit Provisions: Mechanisms for shareholder exits including tag-along and drag-along rights
14. Term and Termination: Duration of agreement and termination circumstances
15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
16. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Shariah Compliance: Specific provisions ensuring compliance with Islamic law principles - required if any financing or profit-sharing arrangements need to be Shariah-compliant
2. Management Incentive Plans: Employee share schemes and management incentives - included if management will receive equity incentives
3. Strategic Objectives: Specific business goals and objectives - included for joint ventures or strategic investments
4. Anti-Dilution Protection: Protection against share dilution - important for minority investors
5. Intellectual Property Rights: IP ownership and licensing - required if IP is a significant company asset
6. Related Party Transactions: Rules for dealing with related party transactions - important for family businesses or connected groups
7. Foreign Investment Provisions: Specific provisions required for foreign investors - necessary if any shareholders are non-Saudi
8. Put and Call Options: Specific exit rights through put/call options - included if specifically negotiated
1. Share Capital and Shareholding Structure: Detailed breakdown of share ownership and classes
2. Reserved Matters List: Comprehensive list of decisions requiring special approval
3. Business Plan: Initial business plan and strategic objectives
4. Articles of Association: Company's articles of association or amendments required by this agreement
5. Board Rules and Procedures: Detailed governance procedures and board regulations
6. Share Transfer Procedures: Detailed procedures for implementing share transfers
7. Deed of Adherence: Template for new shareholders joining the agreement
8. Valuation Methodology: Agreed methods for share valuation in various circumstances
9. Key Management Contracts: Forms of employment agreements for key executives
10. Shariah Compliance Certificates: Relevant Shariah compliance certifications if applicable
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Capital Market Authority
Chairman
Company
Completion
Completion Date
Confidential Information
Control
Deed of Adherence
Default Event
Director
Dispute
Drag-along Notice
Drag-along Right
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Fair Market Value
Financial Year
First Offer Notice
Group
Holding Company
Initial Business Plan
Investment Amount
IPO
Key Management
Management Shares
Material Adverse Effect
Ministry of Commerce
Notice
Ordinary Resolution
Parties
Permitted Transferee
Pre-emption Rights
Profit Distribution
Prohibited Transfer
Put Option
Qualifying IPO
Related Party Transaction
Reserved Matters
Restricted Business
SAGIA
Sale Shares
Shareholder
Shareholder Loan
Shares
Share Capital
Share Transfer
Special Resolution
Subscription Amount
Subsidiary
Tag-along Notice
Tag-along Right
Territory
Third Party Offer
Transfer
Transfer Notice
Valuation
Voting Rights
Zakat
Share Capital and Shareholding
Share Subscription
Payment Terms
Board Composition
Board Meetings
Shareholder Meetings
Management Rights
Reserved Matters
Information Rights
Pre-emption Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Put Option
Call Option
Anti-Dilution
Profit Distribution
Dividend Policy
Financial Matters
Business Plan
Non-Competition
Non-Solicitation
Confidentiality
Related Party Transactions
Shariah Compliance
Regulatory Compliance
Exit Rights
IPO Provisions
Default
Termination
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Amendments
Costs
Third Party Rights
Technology
Real Estate
Manufacturing
Healthcare
Financial Services
Retail
Energy
Tourism
Education
Transportation
Construction
Mining
Agricultural
Telecommunications
Entertainment
Legal
Corporate Governance
Compliance
Finance
Investment
Board Secretariat
Risk Management
Corporate Affairs
Shareholder Relations
Business Development
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Investment Director
Corporate Secretary
Board Member
Managing Director
Legal Counsel
Investment Manager
Compliance Officer
Corporate Governance Director
Shareholder Relations Manager
Business Development Director
Risk Manager
Company Secretary
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