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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."
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
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
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
Banking & Finance
Manufacturing
Technology
Real Estate
Retail
Healthcare
Education
Professional Services
Energy
Transportation
Construction
Agriculture
Mining
Telecommunications
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretarial
Tax
Strategy
Executive Leadership
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
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