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Restricted Stock Purchase Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Restricted Stock Purchase Agreement

"I need a Restricted Stock Purchase Agreement under Saudi Arabian law for our technology startup to issue restricted shares to key software developers, with a three-year vesting period starting March 2025 and including standard repurchase rights if employees leave the company."

Document background
The Restricted Stock Purchase Agreement is a crucial document used in Saudi Arabian corporate transactions when a company wishes to issue shares subject to certain restrictions and conditions. This agreement is commonly utilized for employee stock ownership plans, executive compensation packages, or strategic investments where the company wants to maintain control over share ownership and transfer. The document must comply with the Saudi Companies Law, Capital Market Authority regulations, and Shariah principles, making it distinct from similar agreements in other jurisdictions. It typically includes detailed provisions on share transfer restrictions, vesting schedules, repurchase rights, and regulatory compliance requirements. The agreement is particularly important in private companies and closely-held corporations where maintaining control over share ownership is essential for corporate governance and succession planning.
Suggested Sections

1. Parties: Identification of the Company and the Purchaser(s), including complete legal names and addresses

2. Background: Context of the agreement, including company information and purpose of the restricted stock issuance

3. Definitions: Key terms used throughout the agreement, including specific Saudi regulatory terminology

4. Purchase and Sale of Shares: Details of the share purchase, including number of shares, price, and payment terms

5. Transfer Restrictions: Restrictions on transfer of shares, including lock-up period and permitted transfers

6. Company's Right of First Refusal: Company's rights to purchase shares before they can be transferred to third parties

7. Repurchase Rights: Company's rights to repurchase shares under specific circumstances

8. Shareholder Rights and Obligations: Rights and obligations attached to the shares, including voting and dividend rights

9. Representations and Warranties: Standard representations from both parties, including compliance with Saudi laws

10. Compliance with Laws: Specific provisions ensuring compliance with Saudi regulations and Shariah principles

11. Confidentiality: Provisions regarding confidential information and trade secrets

12. Termination: Circumstances under which the agreement can be terminated

13. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability

Optional Sections

1. Foreign Investment Provisions: Required when purchaser is a non-Saudi entity, addressing SAGIA requirements and restrictions

2. Vesting Schedule: Used when shares are subject to vesting, typically in employee stock purchase arrangements

3. Tag-Along Rights: Optional protection for minority shareholders to join in sale of shares

4. Drag-Along Rights: Optional right of majority shareholders to force minority shareholders to join in sale

5. Employee Matters: Required when shares are tied to employment status or performance conditions

6. Zakat and Tax Provisions: Detailed tax treatment when specific arrangements regarding zakat or tax liability are needed

7. Shariah Compliance Declaration: Detailed section on Shariah compliance when required by investors or company policy

8. Digital Trading Provisions: Required when shares will be registered on electronic trading platforms

Suggested Schedules

1. Share Certificate: Form of share certificate complying with Saudi Companies Law requirements

2. Shareholders Resolution: Copy of shareholders' resolution approving the share issuance

3. Transfer Notice: Form of notice required for share transfers

4. Regulatory Approvals: Copies of relevant CMA or other regulatory approvals

5. Vesting Schedule: Detailed schedule of vesting dates and conditions if applicable

6. Company Constitutional Documents: Relevant excerpts from Articles of Association regarding share transfers

7. Acceptance Form: Form for accepting terms and conditions of the restricted stock purchase

8. Spousal Consent: Form of spousal consent if required under applicable law

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Financial Services

Professional Services

Healthcare

Manufacturing

Telecommunications

Real Estate

Energy

Consumer Goods

Education

Construction

Mining

Petrochemicals

Retail

Transportation

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Governance

Executive Leadership

Treasury

Risk Management

Shareholder Relations

Company Secretariat

Investment Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

HR Director

Compliance Officer

Legal Manager

Investment Manager

Board Member

Executive Director

Compensation Manager

Finance Manager

Treasury Manager

Corporate Governance Officer

Risk Manager

Company Director

Shareholder Relations Manager

Industries








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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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