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Shareholders Agreement Contract
"I need a Shareholders Agreement Contract for a Saudi tech startup with three local founders and one US-based investor, planning to close Series A funding by March 2025, with specific provisions for tech IP protection and future funding rounds."
1. Parties: Identification of all shareholders and the company, including full legal names and addresses
2. Background: Context of the agreement, company information, and purpose of the arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Share Capital and Shareholding Structure: Details of share capital, classes of shares, and current shareholding percentages
5. Management and Control: Board composition, appointment rights, and decision-making processes
6. Shareholder Meetings: Procedures for conducting shareholder meetings, voting rights, and quorum requirements
7. Transfer of Shares: Restrictions on share transfers, right of first refusal, and transfer procedures
8. Dividend Policy: Rules and procedures for dividend declarations and distributions
9. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
10. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
11. Confidentiality: Obligations regarding company and shareholder information confidentiality
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms compliant with Saudi law
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of majority stakes
2. Drag-Along Rights: Included when majority shareholders might need to force minorities to join in a sale
3. Anti-dilution Provisions: Required when there's likelihood of future capital increases
4. Shareholder Loans: When shareholders may provide Sharia-compliant financing to the company
5. Non-Competition: Restrictions on shareholders engaging in competing businesses
6. Intellectual Property Rights: When the company has significant IP assets that need protection
7. Exit Mechanisms: Specific provisions for IPO or strategic sale scenarios
8. Foreign Ownership Provisions: When foreign shareholders are involved, addressing specific regulatory requirements
1. Schedule 1: Details of the Company: Company registration details, address, and commercial registration number
2. Schedule 2: Initial Shareholding Structure: Detailed breakdown of share ownership and share classes
3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Schedule 4: Business Plan: Initial business plan and key objectives of the company
5. Schedule 5: Board Regulations: Detailed procedures for board meetings and decision-making
6. Schedule 6: Deed of Adherence: Template for new shareholders joining the agreement
7. Schedule 7: Valuation Methodology: Agreed methods for share valuation in transfer scenarios
8. Schedule 8: Key Management Positions: Description of key management roles and appointment rights
Authors
Articles of Association
Board
Business Day
Business Plan
Capital Market Authority
Companies Law
Company
Confidential Information
Control
Deed of Adherence
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Holding Company
Initial Business Plan
Investment Amount
Key Management
Material Adverse Effect
Ministry of Commerce
Ordinary Resolution
Parties
Permitted Transferee
Reserved Matters
SAMA
Shareholder
Shares
Share Capital
Share Transfer
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer Notice
Drag-Along Notice
Drag-Along Right
Valuation
Zakat
Board Meeting
General Assembly
Commercial Registration
Shareholders' Resolution
Related Party
Business Operations
Dispute
Exit Event
Foreign Investment License
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Dividend Policy
Information Rights
Non-Competition
Confidentiality
Anti-Dilution
Exit Rights
Deadlock Resolution
Default
Termination
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Amendments
Shareholder Loans
Valuation
Corporate Governance
Related Party Transactions
Foreign Ownership
Compliance with Laws
Financial Reporting
Business Plan
Share Valuation
Voting Rights
Appointment Rights
Representations and Warranties
Indemnification
Technology
Manufacturing
Real Estate
Healthcare
Financial Services
Retail
Energy
Construction
Telecommunications
Professional Services
Hospitality
Education
Transportation
Agriculture
Mining
Legal
Corporate Governance
Board of Directors
Executive Leadership
Finance
Compliance
Corporate Affairs
Risk Management
Investment
Shareholder Relations
Chief Executive Officer
Chief Legal Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Investment Manager
Corporate Governance Officer
Board Director
Compliance Officer
Risk Manager
Managing Director
Business Development Director
Shareholder Relations Manager
Corporate Affairs Manager
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