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Share Retention Agreement
"I need a Share Retention Agreement under Saudi law for our upcoming IPO in March 2025, where five founding shareholders will be restricted from selling their shares (total 60% ownership) for 24 months post-listing, with exceptions for transfers to immediate family members."
1. Parties: Identification of the shareholders subject to retention obligations and the company
2. Background: Context of the agreement, including company details and reason for share retention
3. Definitions and Interpretation: Key terms used in the agreement, including 'Retention Period', 'Restricted Shares', etc.
4. Retention Obligation: Core obligations regarding share retention, including duration and scope
5. Transfer Restrictions: Specific restrictions on transfer, pledge, or encumbrance of shares
6. Permitted Transfers: Circumstances under which transfers may be permitted (e.g., to family members or affiliated entities)
7. Consequences of Breach: Remedies and consequences for violating retention obligations
8. Representations and Warranties: Standard representations regarding share ownership and authority to enter agreement
9. Notices: Process for formal communications between parties
10. Governing Law and Jurisdiction: Specification of Saudi law governance and dispute resolution mechanism
11. Term and Termination: Duration of the agreement and circumstances for early termination
1. Tag-Along Rights: Include when certain shareholders should have the right to join in any permitted sale
2. Drag-Along Rights: Include when majority shareholders should have the right to force minorities to join in a sale
3. Voting Rights During Retention: Include when specific voting arrangements need to be addressed during the retention period
4. Share Certificates: Include when physical share certificates need specific handling or notation
5. CMA Compliance: Include for listed companies to address specific Capital Market Authority requirements
6. Emergency Transfer Provisions: Include when parties want to allow transfers in specific emergency situations
7. Tax Provisions: Include when specific tax implications need to be addressed
8. Shareholder Death Provisions: Include when specific arrangements are needed for transfer upon death of a shareholder
1. Schedule 1 - Share Details: Details of shares subject to retention, including share numbers, classes, and percentage of ownership
2. Schedule 2 - Shareholder Information: Detailed information about each shareholder including ID/registration numbers and contact details
3. Schedule 3 - Form of Deed of Adherence: Template for new parties to join the agreement in case of permitted transfers
4. Schedule 4 - Competitors List: If relevant, list of competitors to whom transfers are specifically prohibited
5. Appendix A - Share Certificates: Copies of relevant share certificates
6. Appendix B - Corporate Approvals: Copies of board/shareholder resolutions approving the agreement
Authors
Affiliate
Board
Business Day
CMA
Companies Law
Competing Business
Confidential Information
Control
Deed of Adherence
Effective Date
Encumbrance
Event of Default
Force Majeure Event
Governmental Authority
Group
Holding Company
Lock-up Period
Market Rules
Material Adverse Effect
Permitted Transfer
Permitted Transferee
Related Party
Restricted Period
Restricted Shares
Retention Notice
Retention Period
SAMA
Securities
Share Certificate
Shareholder
Shares
Subsidiary
Tag-Along Right
Transfer
Transferor
Transferee
Voting Rights
Working Hours
Transfer Restrictions
Permitted Transfers
Share Certificates
Voting Rights
Tag-Along Rights
Drag-Along Rights
Representations and Warranties
Confidentiality
Non-Competition
Default
Remedies
Force Majeure
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Costs and Expenses
Termination
Regulatory Compliance
Shareholder Obligations
Emergency Transfers
Death and Incapacity
Further Assurance
Waiver
Time of Essence
Third Party Rights
Financial Services
Technology and Startups
Family Businesses
Real Estate
Manufacturing
Healthcare
Professional Services
Retail and Consumer
Energy and Resources
Islamic Banking and Finance
Telecommunications
Construction and Infrastructure
Legal
Corporate Secretariat
Compliance
Corporate Finance
Investor Relations
Risk Management
Corporate Governance
Board Secretariat
Executive Management
Shareholder Services
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Compliance Officer
Investment Director
Shareholder Relations Manager
Board Member
Corporate Governance Officer
Risk Manager
Managing Partner
General Counsel
Investment Manager
Corporate Finance Director
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