Party 1 Full Name (Four-part): National ID: Nationality: Address: Phone: Email: | Party 2 Full Name (Four-part): National ID: Nationality: Address: Phone: Email: |
Article (1) Preamble and Definitions
1- This preamble and the attached appendices constitute an integral part of this agreement and are complementary to its provisions, and shall be read together as a single comprehensive text.
2- "This agreement" refers to this contract and its appendices and any written amendments thereto; "the Contributors" refers to the parties indicated in the attached contracting form; "the Contributor" means any one of them; "the Company" refers to the subject of cooperation as outlined in this agreement; and "the Applicable Law" refers to the governing laws and regulations.
3- The titles of the articles are placed solely for the purpose of facilitating reference and shall not be considered in interpretation; in case of ambiguity, reference shall be made to the common intent of the Contributors and the nature of the transaction and the requirements of good faith.
4- The provisions of this agreement shall be interpreted in a comprehensive manner that achieves its purpose and does not conflict with the Applicable Law.
Article (2) Eligibility of the Shareholders and Their Attributes
1- Each shareholder acknowledges that they possess full legal capacity and authority to enter into this agreement and to fulfill the obligations arising therefrom, and that the person signing on their behalf is duly authorized with a valid authorization.
2- Each shareholder acknowledges that their execution of this agreement and its implementation does not contravene any law, license, or contractual obligation to which they are bound, and that the information and documents they have provided are accurate and complete.
3- Each shareholder commits to obtaining the necessary licenses and approvals to fulfill their obligations and to maintain their validity throughout the duration of this agreement.
Article (3) Subject of the Agreement
1- This agreement organizes the relationship between the shareholders among themselves, the governance of the company, and their rights and obligations regarding their shares and the management of the company.
2- This agreement complements the Articles of Association of the company, and in case of conflict, the Articles of Association shall prevail concerning third parties.
Article (4) Duration and Validity of this Agreement
1- This agreement shall take effect from and shall remain in force for .
2- This agreement may be renewed or terminated in accordance with its provisions, and mere continuation of execution shall not result in automatic renewal unless expressly provided in writing.
Article (5) Company Governance and Formation of the Board of Directors
1- Shareholders — each according to their share or as agreed — have the right to appoint members to the Board of Directors and nominate representatives.
2- The company shall be managed in accordance with an approved policy, and shareholders shall exercise their rights in a manner that serves the interests of the company.
Article (6) Reserved Matters and Voting Rights
1- Significant decisions (reserved matters) shall be made with the consent of the agreed special majority of the shareholders, including but not limited to capital amendments, mergers, and changes in activities.
2- Each shareholder shall have a number of votes equal to their ownership unless otherwise agreed.
Article (7) Restrictions on the Transfer of Shares and Preemptive Right
1- Shares may not be transferred except after exercising the preemptive right of the other shareholders and under the conditions specified in this agreement.
2- Every transfer shall be recorded in the shareholders' register and shall not be enforceable until it is recorded.
Article (8) Rights of Tag-Along and Mandatory Sale
1- The minority shareholder has the right of tag-along when the majority sells its shares to a third party under the same terms, and the majority has the right to compel the minority to sell when a significant percentage is sold, in accordance with the stated regulations.
2- The parties are obligated to execute the provisions of this article in good faith and in a manner that achieves its purpose without violating the other provisions of the agreement.
Article (9) Profit Distribution and Financing Policy
1- The shareholders agree on the profit distribution policy and the additional financing requirements of the company and how to provide it.
2- The details thereof shall be specified — as necessary — in an annex that forms an integral part of the agreement.
Article (10) Settlement of Deadlock Among Shareholders
1- In the event of a deadlock in making a fundamental decision, the agreed-upon mechanism for resolution shall be followed, including mediation, buyout, or dissolution of the company.
2- The parties shall cooperate to overcome any obstacles that may impede the implementation of this article.
Article (11) General Obligations of the Shareholders and Good Faith
1- The shareholders are obliged to execute this agreement in good faith and to exercise the necessary diligence and mutual cooperation to achieve the company in the best possible manner.
2- Each shareholder is obliged to provide the resources, information, and support as promised in a timely manner and according to the agreed specifications, and to notify the other shareholders as soon as they become aware of any obstacle affecting the execution.
3- Each shareholder shall refrain from any act or negligence that could harm the company or the legitimate interests of the other shareholders or their reputation.
4- Each shareholder shall bear their own expenses in fulfilling their obligations unless otherwise agreed in writing.
Article (12) Records, Reports, and Follow-up