The Agreement To Sell Shares Of A Company is a crucial document used in Malaysian corporate transactions when transferring ownership of company shares from one party to another. This agreement is essential for both private and public company share transfers, though the complexity and regulatory requirements may vary. The document must comply with Malaysian corporate law, particularly the Companies Act 2016, and address key aspects such as share valuation, warranties, indemnities, and conditions precedent. It's commonly used in various scenarios including complete or partial business sales, corporate restructuring, investment transactions, and succession planning. The agreement provides legal protection for both parties and ensures a clear framework for the transaction's completion, including necessary approvals, timing, and post-completion obligations.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Recitals explaining the context of the transaction, including details of the Company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, company, and business
9. Limitations on Warranties: Limitations on warranty claims including time limits and financial thresholds
10. Tax Covenants: Specific provisions relating to tax matters and indemnities
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Restrictions on public announcements about the transaction
13. Costs: Allocation of transaction costs between parties
14. Notices: Process for serving formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Non-Competition: Restrictions on seller's future competitive activities - used when seller is exiting completely
2. Employee Matters: Specific provisions regarding key employees - relevant when management are shareholders
3. Intellectual Property: Special provisions for IP protection - important for technology companies
4. Third Party Consents: Process for obtaining required third party approvals - needed if company has material contracts requiring consent
5. Break Fee: Provisions for payment if deal fails - used in larger transactions
6. Earn-out Provisions: Structure for additional payments based on future performance - used when price includes contingent elements
7. Foreign Investment Approval: Special conditions for foreign buyers - required when buyer is non-Malaysian
8. Regulatory Compliance: Additional compliance provisions - needed for regulated industries
1. Share Details: Details of shares being sold including share certificate numbers
2. Company Information: Key details about the company including corporate information
3. Warranties: Detailed warranties about the company and business
4. Properties: List of company properties and related information
5. Intellectual Property: Schedule of company IP rights
6. Material Contracts: List of important contracts affecting the business
7. Employees: Details of key employees and their terms
8. Completion Requirements: Detailed list of completion deliverables
9. Permitted Encumbrances: List of permitted charges or encumbrances on shares
10. Form of Tax Deed: Standard form tax deed to be executed at completion
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