The Preferred Stock Purchase Agreement is a critical document used in Saudi Arabian corporate transactions when a company seeks to raise capital by issuing preferred shares to investors. This agreement is particularly important in the Saudi Arabian context as it must navigate both modern corporate requirements and Islamic finance principles. The document serves as the primary instrument for documenting the terms of investment, including share pricing, investor rights, and compliance with local regulations. It is commonly used in growth-stage companies, restructuring situations, or when companies need to raise significant capital while providing investors with preferential rights. The agreement must comply with the Saudi Companies Law, Capital Market Authority regulations, and where applicable, foreign investment rules. It typically includes detailed provisions about corporate governance, share transfer restrictions, and investor protections, while ensuring all terms are Sharia-compliant.
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1. Parties: Identification of the Company, Selling Shareholders (if any), and Purchaser(s)
2. Background: Context of the transaction, including company status and purpose of the preferred stock issuance
3. Definitions: Key terms used throughout the agreement, including specific Saudi legal terminology
4. Purchase and Sale: Core transaction terms, including number of shares, price per share, and aggregate purchase price
5. Closing: Closing mechanics, timing, and deliverables
6. Representations and Warranties of the Company: Company's statements regarding its legal status, authority, and business condition
7. Representations and Warranties of the Purchaser: Purchaser's statements regarding authority, investment intent, and compliance with laws
8. Preferred Stock Rights and Preferences: Detailed rights attached to preferred shares, including dividend rights, liquidation preferences, and conversion rights
9. Covenants: Ongoing obligations of parties, including information rights and corporate governance matters
10. Conditions to Closing: Prerequisites that must be satisfied before closing
11. Sharia Compliance: Provisions ensuring the transaction structure complies with Islamic law principles
12. Indemnification: Rights and procedures for seeking compensation for losses or breaches
13. Confidentiality: Provisions regarding non-disclosure of transaction and company information
14. Governing Law and Jurisdiction: Application of Saudi law and designation of dispute resolution forum
15. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment
1. Foreign Investment Provisions: Required when purchaser is a non-Saudi entity, including SAGIA compliance requirements
2. Tag-Along Rights: Optional protection allowing preferred shareholders to join in sale transactions
3. Drag-Along Rights: Optional provision forcing minority shareholders to join in sale transactions
4. Registration Rights: Included if future public offering is contemplated
5. Board Representation: Optional rights for preferred shareholders to appoint board members
6. Anti-dilution Protection: Optional provisions protecting against share value dilution
7. Preemptive Rights: Optional rights for preferred shareholders to maintain ownership percentage
8. Conversion Rights Adjustments: Detailed provisions for adjusting conversion rights based on certain events
1. Schedule A - Capitalization Table: Current and post-closing capital structure of the company
2. Schedule B - Disclosure Schedule: Exceptions to representations and warranties
3. Schedule C - Required Consents: List of third-party and governmental approvals needed
4. Schedule D - Key Terms of Preferred Stock: Detailed terms and conditions of the preferred stock
5. Schedule E - Corporate Documents: Copies of relevant corporate documents and certificates
6. Appendix 1 - Form of Shareholders Agreement: Draft of associated shareholders agreement if required
7. Appendix 2 - Form of Board Resolution: Template for required corporate approvals
8. Appendix 3 - Form of Legal Opinion: Template for legal opinion from company counsel
9. Appendix 4 - Compliance Certificates: Templates for various compliance certificates required at closing
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