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Stock Repurchase Agreement
"I need a Stock Repurchase Agreement for our Saudi-listed technology company to repurchase 100,000 shares from the open market as part of our treasury stock program, with the repurchase to be completed by March 2025."
1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the transaction, including company details and basis for the stock repurchase
3. Definitions: Key terms used throughout the agreement, including regulatory references and technical terms
4. Purchase and Sale: Core transaction terms including number of shares, purchase price, and payment terms
5. Regulatory Compliance: Confirmation of compliance with CMA regulations and Companies Law requirements
6. Closing Conditions: Prerequisites for completing the transaction, including regulatory approvals
7. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and share ownership
8. Covenants: Ongoing obligations of the parties before and after closing
9. Closing Mechanics: Procedural requirements for executing the transfer of shares
10. Termination: Circumstances under which the agreement can be terminated
11. Confidentiality: Obligations regarding non-disclosure of transaction details
12. Governing Law and Jurisdiction: Confirmation of Saudi Arabian law application and dispute resolution procedures
13. Notices: Communication procedures between parties
14. General Provisions: Standard boilerplate clauses including amendments, waiver, and severability
1. Phased Purchase Program: Include when the repurchase will occur in multiple tranches over time
2. Tax Matters: Include detailed tax provisions when complex tax implications exist or for international shareholders
3. Shareholder Rights: Include when dealing with partial share sales or ongoing shareholder relationships
4. Market Trading Restrictions: Include for listed companies with specific trading windows or blackout periods
5. Employee Considerations: Include when repurchasing shares from employee shareholders with specific employment-related conditions
6. Zakat Provisions: Include specific Zakat handling procedures when relevant to the transaction
7. Anti-dilution Provisions: Include when there are outstanding convertible securities or future share issuances planned
1. Share Details: Detailed description of shares being repurchased, including class, rights, and certificates
2. Purchase Price Calculation: Formula or methodology for determining the share price
3. Required Regulatory Approvals: List of specific approvals needed from CMA and other authorities
4. Closing Checklist: Detailed list of documents and actions required for closing
5. Form of Transfer Instruments: Template documents for executing the share transfer
6. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the repurchase
7. Disclosure Schedule: Detailed disclosures related to representations and warranties
Authors
Business Day
Board
CMA
Closing
Closing Date
Companies Law
Company
Confidential Information
Consideration
Encumbrance
Execution Date
Fair Market Value
Governmental Authority
Independent Valuer
Law
Material Adverse Effect
Purchase Price
Purchased Shares
Regulatory Approvals
Related Party
Representations and Warranties
Saudi Arabia
Selling Shareholder
Share Capital
Shareholder Resolution
Shares
Stock Certificates
Tadawul
Tax
Trading Day
Transaction Documents
Transfer
Treasury Shares
Valuation Report
Zakat
Share Purchase and Sale
Purchase Price
Payment Terms
Closing Conditions
Regulatory Compliance
CMA Requirements
Representations and Warranties
Selling Shareholder Covenants
Company Covenants
Closing Mechanics
Share Transfer
Confidentiality
Non-Disclosure
Regulatory Approvals
Termination Rights
Force Majeure
Notice Requirements
Governing Law
Dispute Resolution
Assignment
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Tax Compliance
Zakat Provisions
Shareholder Approval
Board Authorization
Share Certificates
Share Registry
Anti-Money Laundering
Counterparts
Third Party Rights
Financial Services
Banking
Investment Companies
Real Estate
Manufacturing
Technology
Healthcare
Telecommunications
Energy
Retail
Professional Services
Education
Legal
Finance
Corporate Governance
Compliance
Treasury
Investor Relations
Risk Management
Corporate Secretariat
Executive Management
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Compliance Officer
Treasury Manager
Board Member
Corporate Governance Officer
Shareholder Relations Manager
Investment Manager
Risk Manager
Company Secretary
Financial Controller
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