The Share Retention Agreement is a crucial document used in Maltese corporate structuring to ensure stability in company ownership and protect stakeholder interests. It is particularly valuable following initial public offerings, private equity investments, management buyouts, or during company restructuring phases. The agreement details specific retention periods, transfer restrictions, and compliance requirements under Maltese law. It helps maintain continuity in ownership, prevents unexpected dilution, and ensures key shareholders remain committed to the company's long-term success. The document must comply with Malta's Companies Act and related regulations, while also considering EU directives that impact share transfer and retention requirements. This type of agreement is especially important in scenarios where maintaining stable ownership is crucial for business operations, regulatory compliance, or strategic partnerships.
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1. Parties: Identification of all parties to the agreement, including the company, existing shareholders subject to retention requirements, and any other relevant stakeholders
2. Background: Context of the agreement, including company details, existing shareholding structure, and reasons for implementing share retention requirements
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpretation
4. Retention Obligations: Core provisions specifying the duration and terms of share retention, including percentage of shares to be retained and any gradual release mechanisms
5. Transfer Restrictions: Specific restrictions on share transfers during the retention period, including prohibited transactions and circumstances
6. Permitted Transfers: Circumstances under which transfers may be permitted despite retention obligations (e.g., transfers to family members or affiliated entities)
7. Monitoring and Compliance: Mechanisms for monitoring compliance with retention obligations, including reporting requirements
8. Events of Default: Circumstances constituting breach of the agreement and consequences thereof
9. Remedies: Available remedies in case of breach, including specific performance, damages, and other enforcement mechanisms
10. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
11. Notices: Procedures for giving notices under the agreement
12. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, waiver, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to participate in any permitted sales by major shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase any shares that become available for transfer
4. Put and Call Options: Include when parties want specific rights to buy or sell shares under certain circumstances
5. Share Valuation: Include when agreement needs a mechanism for determining share value for permitted transfers
6. Non-Competition and Non-Solicitation: Include when shareholders are also key employees or have access to sensitive information
7. Confidentiality: Include when agreement covers sensitive company information beyond public filing requirements
8. Dividend Rights: Include when retention obligations affect dividend distribution rights
9. Death and Incapacity: Include specific provisions for handling shares in case of shareholder death or incapacity
1. Schedule 1 - Share Ownership Details: Current shareholding structure and specific shares subject to retention
2. Schedule 2 - Retention Schedule: Detailed timeline of retention periods and any gradual release provisions
3. Schedule 3 - Permitted Transfer Procedures: Detailed procedures and requirements for executing permitted transfers
4. Schedule 4 - Compliance Certificate: Template for periodic confirmation of compliance with retention obligations
5. Schedule 5 - Share Valuation Methodology: Detailed methodology for share valuation when required
6. Appendix A - Board Resolutions: Copies of relevant board resolutions approving the retention agreement
7. Appendix B - Shareholders' Resolution: Copy of shareholders' resolution approving the retention agreement
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