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Sale Of Shares Agreement for Malta

Sale Of Shares Agreement Template for Malta

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Sale Of Shares Agreement

"I need a Sale of Shares Agreement for the sale of a 75% stake in a Maltese fintech company, with specific warranties regarding regulatory compliance and intellectual property rights, and an earn-out mechanism based on 2025 performance targets."

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Sale Of Shares Agreement

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What is a Sale Of Shares Agreement?

The Sale Of Shares Agreement is a crucial legal document used when transferring ownership of shares in a Maltese company from one party to another. It is essential for both private and public company transactions, though terms may vary significantly based on the size and complexity of the deal. The agreement must comply with Maltese corporate law, particularly the Companies Act (Chapter 386), and addresses key aspects such as purchase price, payment terms, warranties about the company's status, and various regulatory requirements. This document is typically used in scenarios ranging from small private company transfers to large corporate acquisitions, and may need to be adapted based on whether the transfer involves a minority or majority shareholding, whether it's a related-party transaction, and whether there are any industry-specific regulatory requirements. The agreement should be tailored to address specific risks identified during due diligence and may need to incorporate conditions precedent relating to regulatory approvals or third-party consents.

What sections should be included in a Sale Of Shares Agreement?

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

2. Background: Context of the transaction, including details of the Company whose shares are being sold

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

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

5. Purchase Price: Details of the consideration, payment terms, and payment mechanics

6. Conditions Precedent: Any conditions that must be satisfied before completion can occur

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

8. Completion: Details of when, where and how completion will take place, including completion deliverables

9. Warranties: Seller's warranties regarding the shares, company, and business

10. Limitations on Liability: Limitations on Seller's liability under the warranties and general claims

11. Confidentiality: Obligations regarding confidential information and announcements

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

13. Notices: Process and requirements for serving notices under the agreement

14. General Provisions: Standard boilerplate clauses including entire agreement, variations, severability

15. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes

What sections are optional to include in a Sale Of Shares Agreement?

1. Tax Covenant: Specific tax indemnities and procedures - used when tax risks need specific coverage

2. Non-Competition: Restrictions on Seller's competing activities - used when Seller could compete post-sale

3. Earn-out Provisions: Mechanism for additional payments based on future performance - used in performance-based deals

4. Security Provisions: Details of any security for deferred payments - used when payment is not all upfront

5. Employee Provisions: Specific provisions regarding key employees - used when employee retention is crucial

6. Intellectual Property: Specific IP provisions - used when IP is a key business asset

7. Data Protection: Detailed data protection provisions - used when significant personal data is involved

8. Transitional Services: Details of post-completion services provided by Seller - used when business continuity support is needed

What schedules should be included in a Sale Of Shares Agreement?

1. Details of the Company: Complete corporate information including registration number, registered office, directors, etc.

2. Details of the Shares: Full description of the shares being sold including share numbers and share certificates

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

4. Properties: Details of any real estate owned or leased by the company

5. Intellectual Property Rights: List of all IP owned or licensed by the company

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

7. Employees: Details of employees including key terms of employment

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

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

10. Form of Board Minutes: Template board minutes approving the share transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Financial Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Professional Services

Construction

Hospitality

Energy

Telecommunications

Transportation

Agriculture

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Executive Management

Board of Directors

Mergers & Acquisitions

Corporate Development

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Managing Director

Finance Director

Business Development Manager

Investment Manager

Compliance Officer

Due Diligence Officer

Corporate Governance Manager

Mergers & Acquisitions Director

Board Member

Risk Manager

Transaction 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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