Under this contract, concluded between the two parties whose full details are outlined in the attached contract form, referred to herein as "Party One" (the majority shareholders) and "Party Two" (the minority shareholders), collectively referred to as "the Parties." By virtue of this agreement, which is an integral part of the shareholders’ agreement or the company's bylaws, the specified shareholders of the company in Appendix (1) agree, with Party One (the majority shareholders) and Party Two (the minority shareholders), to organize the rights for the sale of shares in the company in a manner that ensures a balance between the interests of the majority shareholders and those of the minority shareholders, through clear mechanisms for potential sale cases; this agreement aims to protect the minority shareholders by granting them the right to participate in any sale conducted by the majority of their shares under the same terms and prices, and enabling the majority shareholders with the right of compulsory sale by forcing the minority to join in a complete sale of the company under the same terms and prices, while specifying the conditions, procedures, deadlines, exceptions, and dispute resolution mechanisms, thereby achieving stability in the ownership structure and enhancing investor confidence in the company. The two parties have agreed as follows:
1-
The terms and phrases set forth below - wherever they appear in this Agreement - shall have the meanings specified beside each of them, unless the context indicates otherwise:
2-
The Agreement: This sale and mandatory right agreement in its entirety, including all its provisions and annexes, with its preamble being an integral part thereof, and it shall be the primary reference in case of conflict between its texts and the texts of the annexes or the company's articles of incorporation, to the extent that it does not conflict with the law.
3-
The Company: The company subject to the provisions of this Agreement, specifically detailed in Annex (1), including its registration data, articles of incorporation, capital, shareholders, and activities.
4-
The Shareholders (Parties): All shareholders of the company who have signed this Agreement or are bound by it under the Shareholders Agreement, specified in Annex (1), including majority and minority shareholders.
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Majority Shareholders: The shareholders who own individually or collectively more than percent of the total shares of the company or the percentage agreed upon in Annex (2), and who have the right to exercise the mandatory sale right.
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Minority Shareholders: Shareholders who do not own the specified percentage required to exercise the mandatory sale right, and who have the right to exercise the tag-along sale right.
7- The
Tag-Along Right: The right of minority shareholders to join in a sale carried out by the majority of their shares and sell their shares on the same terms and prices agreed upon, as per Article (2).
تقدم لك اتفاقية حق البيع المصاحب والإجباري مستنداً قانونياً شاملاً يحمي جميع الأطراف. مصاغ بلغة دقيقة وجاهز للتخصيص والطباعة.
اتفاقية حق البيع المصاحب والإجباري شامل يغطي التمهيد والأهلية وموضوع التعاون والمدة والمساهمات والحوكمة والمقابل المالي والملكية الفكرية والسرية وحماية البيانات والمسؤولية والقوة القاهرة والإنهاء وتسوية المنازعات والأحكام العامة والملاحق.