The Share Subscription Agreement is a crucial document used when a company wishes to issue new shares to investors in Saudi Arabia. It serves as the primary contractual framework for share subscriptions, whether in the context of private placements, employee share schemes, or strategic investments. The agreement must be structured to comply with Saudi Arabian legal requirements, including the Companies Law 2015, Capital Market Authority regulations, and where applicable, foreign investment restrictions. It typically includes detailed provisions on subscription mechanics, regulatory compliance, representations and warranties, and completion procedures. This document is particularly relevant in the context of Saudi Arabia's expanding economy and increasing foreign investment opportunities under Vision 2030.
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1. Parties: Identification of the Company and the Subscriber(s), including full legal names and registration details
2. Background: Context of the share subscription, including company's current share capital and authority to issue new shares
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Mechanics of completion, timing, and deliverables
7. Representations and Warranties: Standard representations by both the Company and Subscriber
8. Regulatory Compliance: Compliance with Saudi laws, including CMA regulations and foreign ownership restrictions
9. Confidentiality: Obligations regarding confidential information
10. Notices: Process for giving formal notices under the agreement
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Tag-Along Rights: Include when existing shareholders are granted right to join in the subscription on same terms
2. Anti-dilution Protection: Include when subscribers are to be protected against future dilutive share issues
3. Board Appointment Rights: Include when subscriber is being granted right to appoint directors
4. Shareholder Approval: Include when subscription is conditional on existing shareholder approval
5. Foreign Investment Provisions: Include when subscriber is a foreign entity requiring SAGIA approval
6. Lock-up Period: Include when restrictions on transfer of subscribed shares are required
1. Subscription Details: Details of shares being subscribed for, including class, number, and price
2. Form of Completion Certificate: Template certificate confirming completion of subscription
3. Corporate Authorizations: Copies of relevant board and shareholder resolutions
4. Warranties: Detailed warranties given by the Company and/or Subscriber
5. Company Information: Key information about the Company including capital structure
6. Form of Share Certificate: Template share certificate to be issued
7. Regulatory Approvals: Copies of required regulatory approvals (CMA, SAGIA etc.)
8. Payment Details: Bank account and payment instruction details
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Healthcare
Real Estate
Manufacturing
Energy
Telecommunications
Professional Services
Retail
Infrastructure
Mining
Agriculture
Education
Transportation
Tourism
Relevant Teams
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Corporate Development
Investment
Treasury
Board Secretariat
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Legal Director
Compliance Officer
Corporate Finance Manager
Investment Manager
Board Director
Managing Director
Finance Director
Legal Counsel
Company Secretary
Risk Manager
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