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Sales Of Shares Agreement Template for Malaysia

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales Of Shares Agreement for the sale of 60% shareholding in a Malaysian technology startup, with completion scheduled for March 2025 and including earnout provisions based on revenue targets."

Document background
The Sales Of Shares Agreement is a crucial document used in Malaysian corporate transactions when transferring ownership of shares between parties. It is essential for both private and public company transactions, though specific requirements may vary. The agreement must comply with Malaysian legislation, particularly the Companies Act 2016, Capital Markets and Services Act 2007, and relevant securities regulations. This document is used when shareholders wish to sell their stake in a company, during corporate restructuring, in merger and acquisition transactions, or for investment purposes. It typically includes detailed provisions about the transaction structure, warranties about the company's condition, indemnities, conditions precedent, and completion mechanics. The agreement should be tailored to address specific circumstances of the transaction while ensuring compliance with Malaysian corporate and securities laws.
Suggested Sections

1. Parties: Identification of the Seller(s) and Purchaser(s) with full legal names and addresses

2. Background: Context of the transaction, including company details and reason for the share sale

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the share sale

6. Pre-Completion Obligations: Obligations of parties between signing and completion

7. Completion: Details of completion process, timing, and deliverables

8. Warranties and Representations: Seller's warranties about the company, shares, and business

9. Limitations on Warranties: Limitations on warranty claims and seller's liability

10. Confidentiality: Obligations regarding confidential information

11. Tax Matters: Tax-related obligations, indemnities, and arrangements

12. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Non-Competition: Restrictions on seller's future business activities - include when seller might compete

2. Employee Matters: Specific provisions about key employees - include when there are important personnel considerations

3. Intellectual Property: Special IP provisions - include when IP is a significant company asset

4. Third Party Consents: Requirements for third party approvals - include when specific external approvals are needed

5. Break Fee: Compensation if deal fails - include in high-value or complex transactions

6. Earn-out Provisions: Additional future payments based on performance - include when part of purchase price is contingent

7. Regulatory Compliance: Specific regulatory requirements - include when dealing with regulated industries

Suggested Schedules

1. Share Details: Details of shares being sold including share certificates numbers and class of shares

2. Company Information: Key company details including financial statements and corporate information

3. Warranties: Detailed warranties about the company, business, and assets

4. Properties: List and details of company properties and leases

5. Intellectual Property Rights: Schedule of IP rights owned or used by the company

6. Material Contracts: List and details of important business contracts

7. Employees: Details of employees and their terms of employment

8. Completion Deliverables: List of documents and items to be delivered at completion

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Disclosed Matters: Matters disclosed against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































Clauses





























Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Education

Professional Services

Energy

Transportation

Agriculture

Construction

Telecommunications

Mining

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Board of Directors

Executive Leadership

Corporate Secretariat

Mergers and Acquisitions

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Banker

Managing Director

Finance Director

Business Development Manager

Corporate Finance Manager

Compliance Officer

Risk Manager

Board Director

Shareholder

Investment Manager

Due Diligence Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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