All Countries
Mergers & Acquisitions
Restricted Share Purchase Agreement

Restricted Share Purchase Agreement Template for Saudi Arabia

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Restricted Share Purchase Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement for our Saudi tech company to implement an employee share scheme, where 1000 restricted shares will be sold to senior executives with a 3-year vesting period starting March 2025 and including typical good/bad leaver provisions."

Celebrated by
Collaborations with
Investors
Document background
The Restricted Share Purchase Agreement is a specialized legal instrument used in Saudi Arabia when transferring shares that carry specific restrictions or conditions on their ownership and transfer. This document is particularly crucial in scenarios involving employee share schemes, corporate restructuring, or strategic investments where the company needs to maintain control over share ownership and transfer. The agreement must comply with Saudi Arabian Companies Law, Capital Market Authority regulations, and Islamic finance principles, making it distinct from similar agreements in other jurisdictions. It typically includes comprehensive provisions for share vesting, transfer restrictions, regulatory compliance, and shareholder rights, while ensuring all terms align with Sharia principles. The document is commonly used for employee retention programs, family business succession planning, and controlled corporate expansion strategies.
Suggested Sections

1. Parties: Identification of the seller, purchaser, and company whose shares are being sold

2. Background: Context of the transaction, including company information and purpose of the restricted share arrangement

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Restrictions on Shares: Details of transfer restrictions, vesting conditions, and lock-up periods

6. Compliance with Sharia Principles: Confirmation of compliance with Islamic finance requirements

7. Conditions Precedent: Prerequisites that must be satisfied before completion

8. Completion: Mechanics and timing of the transfer, including required documentation

9. Representations and Warranties: Standard and specific warranties from both parties

10. Covenants and Undertakings: Ongoing obligations of the parties

11. Default and Remedies: Consequences of breach and available remedies

12. Regulatory Compliance: Compliance with CMA regulations and other applicable laws

13. Confidentiality: Protection of sensitive information

14. Notices: Communication procedures between parties

15. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanisms

Optional Sections

1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - include when protecting minority interests

2. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale - include for majority protection

3. Employee-Specific Provisions: Additional terms for employee share schemes - include when shares are part of employment compensation

4. Foreign Investment Provisions: Additional requirements for foreign investors - include when purchaser is non-Saudi

5. Put and Call Options: Rights to force sale or purchase of shares - include when parties want future flexibility

6. Non-Competition and Non-Solicitation: Restrictions on competitive activities - include for strategic investors

7. Tax Provisions: Specific tax handling and obligations - include for complex tax situations

8. Zakat Provisions: Handling of Zakat obligations - include when relevant to structure

Suggested Schedules

1. Share Details: Detailed description of shares including class, rights, and current ownership

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

3. Vesting Schedule: Detailed timeline and conditions for share vesting

4. Form of Share Transfer Deed: Template for the formal transfer document

5. Regulatory Approvals: List of required governmental and regulatory approvals

6. Corporate Authorizations: Copies of board and shareholder resolutions

7. Warranties: Detailed warranties given by each party

8. Restriction Notices: Form of notices recording transfer restrictions

9. Company Constitutional Documents: Articles of association and other relevant corporate 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Board
Business Day
Capital Market Authority
CMA Regulations
Companies Law
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Default Event
Encumbrance
Good Standing Certificate
Governmental Authority
Islamic Finance Principles
Lock-up Period
Material Adverse Change
Ministry of Commerce
Parties
Purchase Price
Purchaser
Regulatory Approvals
Restricted Shares
Restriction Period
Sale Shares
Seller
Share Transfer Restrictions
Shareholder Rights
Sharia Compliance Certificate
Subscription Amount
Target Company
Transaction Documents
Transfer
Transfer Deed
Vesting Date
Vesting Period
Vesting Schedule
Warranties
Zakat
Clauses
Definitions and Interpretation
Sale and Purchase
Purchase Price and Payment
Conditions Precedent
Completion
Share Transfer Restrictions
Vesting Conditions
Islamic Finance Compliance
Representations and Warranties
Covenants
Regulatory Compliance
CMA Requirements
Share Rights
Transfer Mechanics
Default Events
Remedies
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Board Approval
Shareholder Approvals
Confidentiality
Non-Competition
Non-Solicitation
Tax and Zakat
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Counterparts
Relevant Industries

Financial Services

Technology

Professional Services

Manufacturing

Healthcare

Real Estate

Energy

Telecommunications

Education

Retail

Construction

Islamic Banking

Relevant Teams

Legal

Finance

Human Resources

Compliance

Corporate Governance

Treasury

Risk Management

Corporate Secretarial

Investment

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Compliance Officer

Human Resources Director

Investment Manager

Board Member

Shareholder Relations Manager

Corporate Governance Officer

Finance Director

Treasury Manager

Risk Manager

Company Director

Managing Partner

Industries
Companies Law (2015): The primary legislation governing corporate entities in Saudi Arabia, including share capital requirements, transfer of shares, and shareholder rights
Capital Market Law (2003): Regulates securities activities, offering and trading of securities, and disclosure requirements for listed companies
Corporate Governance Regulations: Sets out requirements for corporate governance practices, including transparency in share-based transactions and insider trading regulations
Foreign Investment Law: Governs foreign ownership restrictions and requirements for foreign investors participating in Saudi companies
Capital Market Authority (CMA) Regulations: Specific regulations regarding restricted shares, vesting periods, and disclosure requirements for share-based compensation
Labor Law: Relevant for employee share schemes and equity-based compensation arrangements
Anti-Money Laundering Law: Compliance requirements for share transactions to prevent money laundering and ensure proper documentation of ownership
Zakat, Tax and Customs Authority (ZATCA) Regulations: Tax implications and requirements for share transfers and equity-based compensation
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

Find the exact document you need

Share Sell Agreement

A Saudi law-governed agreement for the sale and transfer of company shares between seller and buyer, compliant with local regulations and Sharia principles.

find out more

Restricted Share Purchase Agreement

A Saudi Arabian law-governed agreement for the transfer of restricted shares, incorporating transfer limitations and compliance with local regulations and Islamic finance principles.

find out more

Stock Option Purchase Agreement

A Saudi Arabian law-governed agreement setting out terms for stock option grants and purchases, compliant with local regulations and Sharia principles.

find out more

Shareholder Purchase Agreement

A Saudi law-governed agreement for the sale and purchase of shares in a company, incorporating local regulatory requirements and Sharia compliance.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.