The Sale Of Shares Contract is a crucial legal document used in Malaysian corporate transactions when transferring ownership of shares from one party to another. It is essential for both private and public company share transfers, though specific requirements may vary. The document must comply with the Malaysian Companies Act 2016, Capital Markets and Services Act 2007, and other relevant legislation. It typically includes detailed provisions about the sale price, payment terms, warranties, representations, conditions precedent, and completion mechanics. This contract type is particularly important as it not only transfers legal ownership but also protects both parties through carefully drafted warranties and indemnities. The document is commonly used in various scenarios, from simple transfers between individual shareholders to complex corporate restructurings.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including details about the company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of shares
5. Purchase Price: Agreed price for the shares and valuation details
6. Payment Terms: Structure and timing of payments, including any deposits or installments
7. Conditions Precedent: Conditions that must be satisfied before completion
8. Completion: Details of when, where, and how completion will take place, including completion obligations
9. Seller's Representations and Warranties: Warranties regarding share ownership, company status, and business conditions
10. Buyer's Representations and Warranties: Warranties regarding capacity to purchase and funding
11. Pre-Completion Obligations: Obligations of parties between signing and completion
12. Confidentiality: Provisions regarding confidential information and announcements
13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Include when other shareholders may have rights to join the sale
2. Drag-Along Rights: Include when majority shareholders may force minorities to join the sale
3. Non-Compete Provisions: Include when seller needs to be restricted from competing post-sale
4. Management Transition: Include when seller has been involved in management and transition arrangements are needed
5. Earn-Out Provisions: Include when part of purchase price is contingent on future performance
6. Tax Indemnities: Include when specific tax risks need to be allocated between parties
7. Employee Matters: Include when sale affects key employees or employment arrangements
1. Share Details: Details of shares being sold including share certificate numbers and share history
2. Company Information: Key company details including corporate structure, subsidiaries, and material contracts
3. Warranties: Detailed warranties about the company and its business
4. Encumbrances: List of any existing encumbrances on the shares
5. Completion Checklist: List of documents and actions required for completion
6. Purchase Price Calculation: Detailed calculation of purchase price if complex formula applies
7. Disclosure Letter: Seller's disclosures against the warranties
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