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Equity Transfer Agreement
"I need an Equity Transfer Agreement under Malaysian law for the sale of 60% shareholding in a technology manufacturing company, with specific provisions for intellectual property rights protection and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification and details of the transferor and transferee, including registration numbers and registered addresses
2. Background: Context of the transaction, description of the target company, and current ownership structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites that must be fulfilled before completion of the transfer
6. Completion: Details of the completion process, timing, and deliverables
7. Representations and Warranties: Statements of fact and assurances given by both parties
8. Covenants: Ongoing obligations of the parties pre and post-completion
9. Indemnification: Protection and compensation mechanisms for breach of agreement
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability
1. Non-Competition: Restrictions on the transferor's future business activities - include when transferor remains active in the same industry
2. Employee Matters: Provisions regarding existing employees - include when transfer affects employment arrangements
3. Tax Matters: Specific tax-related provisions - include when complex tax implications exist
4. Intellectual Property Rights: IP ownership and transfer provisions - include when company owns significant IP assets
5. Related Party Transactions: Treatment of existing related party arrangements - include when significant inter-company dealings exist
6. Break Fee: Compensation if deal fails - include for high-value transactions with significant due diligence costs
7. Earn-out Provisions: Future performance-based payments - include when part of purchase price is contingent on future performance
1. Details of the Sale Shares: Specific details of shares being transferred including share numbers and certificates
2. Company Information: Details of the target company including corporate information and financial statements
3. Warranties: Detailed list of warranties given by the transferor
4. Completion Deliverables: List of documents and items to be delivered at completion
5. Encumbrances: List of existing charges or encumbrances on the shares or company assets
6. Required Consents: List of third-party consents required for the transfer
7. Form of Transfer Instruments: Templates of share transfer forms and other required documentation
Authors
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Agriculture
Transportation
Professional Services
Education
Construction
Mining
Telecommunications
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Investment
Tax
Strategy
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Director
Mergers & Acquisitions Manager
Business Development Manager
Financial Controller
Compliance Officer
Corporate Governance Officer
Risk Manager
Investment Analyst
Transaction Advisory Manager
Board Director
Managing Director
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