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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.

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