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Share Sale And Purchase Agreement Template for Malaysia

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement under Malaysian law for the sale of 60% shareholding in a technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."

Document background
The Share Sale and Purchase Agreement is a crucial 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 transactions, though requirements may vary. The agreement must comply with Malaysian legislation, particularly the Companies Act 2016, Capital Markets and Services Act 2007, and relevant tax laws. It typically includes detailed provisions on purchase price, payment mechanisms, warranties, indemnities, and conditions precedent. The document is particularly important as it provides legal protection for both parties and ensures proper documentation of the transaction for regulatory compliance and future reference. This type of agreement is commonly used in corporate restructuring, business acquisitions, and investment transactions within Malaysia.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

2. Background: Recitals explaining the context of the transaction and ownership of shares

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

4. Sale and Purchase: Core transaction terms including the number of shares being sold and purchase price

5. Consideration: Details of the purchase price, payment terms, and payment mechanics

6. Conditions Precedent: Prerequisites that must be satisfied before completion of the sale

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

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties and Representations: Standard warranties given by the seller regarding the shares and target company

10. Limitations on Claims: Limitations on warranty claims and seller's liability

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Restrictions on public announcements about the transaction

13. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Tag Along Rights: Used when minority shareholders need protection to join in the sale on same terms

2. Drag Along Rights: Used when majority shareholders need the right to force minorities to join in the sale

3. Non-Competition: Required when the seller needs to be restricted from competing post-sale

4. Tax Covenant: Detailed tax provisions when specific tax risks need to be addressed

5. Break Fee: Used when parties want to specify compensation for transaction failure

6. Earn-out Provisions: When part of the purchase price is contingent on future performance

7. Regulatory Compliance: Specific provisions when the transaction requires regulatory approvals

8. Employee Matters: When specific arrangements for key employees need to be addressed

Suggested Schedules

1. Details of the Target Company: Corporate information, share capital structure, and shareholding details

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Warranties: Comprehensive list of seller's warranties about the company and business

4. Properties: Details of all properties owned or leased by the target company

5. Intellectual Property: List of all IP rights owned or used by the target company

6. Material Contracts: Summary of key contracts affecting the business

7. Completion Obligations: Detailed list of documents and actions required at completion

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

9. Disclosed Matters: Specific disclosures 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








































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Relevant Industries

Banking & Finance

Manufacturing

Technology

Real Estate

Retail

Healthcare

Education

Professional Services

Energy

Transportation

Construction

Agriculture

Mining

Telecommunications

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretarial

Tax

Strategy

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Investment Manager

Mergers & Acquisitions Director

Business Development Director

Risk Manager

Compliance Officer

Board Director

Corporate Finance Manager

Transaction Advisory Manager

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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