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Share Buyback Agreement
"I need a Share Buyback Agreement for my private Malaysian technology company to repurchase 10,000 shares from a departing founder-shareholder at RM 5 per share, with completion planned for March 2025."
1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the share buyback, including corporate authority and purpose
3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core terms of the buyback including number of shares, price, and payment terms
5. Conditions Precedent: Required conditions to be met before completion, including corporate and regulatory approvals
6. Completion: Mechanics and timing of the share transfer and payment
7. Seller's Warranties: Representations about share ownership, authority to sell, and absence of encumbrances
8. Company's Warranties: Representations about corporate authority, solvency, and compliance with law
9. Confidentiality: Obligations regarding non-disclosure of agreement terms and company information
10. Notices: Process for formal communications between parties
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Regulatory Compliance: Additional provisions for listed companies to comply with Bursa Malaysia requirements and Capital Markets and Services Act
2. Tax Provisions: Specific arrangements regarding tax treatments and responsibilities, particularly relevant for large transactions
3. Multiple Sellers Provisions: Additional terms when multiple shareholders are selling, including several liability and representative arrangements
4. Share Retention: Provisions regarding any remaining shares held by the seller post-buyback
5. Non-Competition: Restrictions on seller's future activities, particularly relevant if seller is a significant shareholder
6. Escrow Arrangements: Terms for holding funds in escrow, typically used in larger transactions
7. Break Fee: Provisions for compensation if either party fails to complete, used in significant transactions
1. Share Details: Specific details of shares being purchased including share certificate numbers and shareholding history
2. Form of Transfer: Prescribed form for share transfer under Malaysian law
3. Corporate Approvals: Copies of relevant board and shareholder resolutions
4. Completion Checklist: List of actions and documents required for completion
5. Solvency Statement: Directors' solvency statement as required under Companies Act 2016
6. Regulatory Approvals: Copies of relevant regulatory approvals and submissions
7. Payment Details: Bank account and payment mechanism specifications
Authors
Financial Services
Manufacturing
Technology
Real Estate
Consumer Goods
Healthcare
Energy
Telecommunications
Professional Services
Retail
Industrial
Construction
Mining and Resources
Legal
Finance
Corporate Secretarial
Compliance
Corporate Finance
Treasury
Risk Management
Investor Relations
Board Secretariat
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Finance Manager
Finance Director
Compliance Officer
Board Director
Corporate Treasurer
Investment Manager
Financial Controller
Corporate Governance Officer
Risk Manager
Shareholder Relations Manager
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