Conditional Share Purchase Agreement for Malta

Conditional Share Purchase Agreement Template for Malta

Create a bespoke document in minutes, or upload and review your own.

4.6 / 5

4.8 / 5

Let's create your Conditional Share Purchase Agreement

1. Select your governing law:

2. Enter your key requirements:

3. Create your document to edit, review or download

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Conditional Share Purchase Agreement

"I need a Conditional Share Purchase Agreement under Maltese law for the acquisition of 75% shares in a fintech company, with completion subject to MFSA approval and including an earn-out mechanism based on 2025 performance targets."

Your data doesn't train Genie's AI

You keep IP ownership of your information

Generate a Bespoke Document

1. Select your governing law:

2. Enter your key requirements:

3. Create your document to edit, review or download

Download a Standard Template

Get our Malta-compliant Conditional Share Purchase Agreement

4.6 / 5

4.8 / 5

Alternatively: Run an advanced review of an existing
Conditional Share Purchase Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

Upload your Doc

What is a Conditional Share Purchase Agreement?

The Conditional Share Purchase Agreement is a sophisticated transaction document used in Malta for the sale and acquisition of company shares where certain conditions must be met before the transfer can be completed. This agreement is particularly relevant in scenarios involving regulatory approvals, third-party consents, or specific performance requirements. It must comply with the Maltese Companies Act (Chapter 386) and other relevant legislation, incorporating local legal requirements for share transfers, including company secretary certifications and proper registration procedures. The document typically includes detailed provisions on purchase price mechanisms, conditions precedent, warranties, pre-completion obligations, and completion procedures, making it essential for both straightforward and complex corporate transactions in Malta.

What sections should be included in a Conditional Share Purchase Agreement?

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

2. Background: Context of the transaction, description of the Company, and current ownership of shares

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

4. Sale and Purchase: Core agreement to sell and purchase the shares, subject to conditions

5. Purchase Price: Specification of the purchase price, payment method, and any adjustments

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

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business

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

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

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Confidentiality: Obligations regarding confidential information and announcements

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including entire agreement, variations, and governing law

What sections are optional to include in a Conditional Share Purchase Agreement?

1. Tax Covenant: Detailed tax indemnities - include when specific tax risks need to be addressed

2. Non-Competition: Restrictions on seller's competing activities - include when seller remains active in the industry

3. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is performance-based

4. Break Fee: Compensation if deal fails - include in high-value transactions or where significant costs involved

5. Interim Period Governance: Detailed management rules between signing and completion - include for longer interim periods

6. Regulatory Compliance: Specific regulatory obligations - include when transaction requires regulatory approvals

7. Employee Matters: Specific provisions regarding employees - include when employment issues are material

8. Intellectual Property: Special IP provisions - include when IP is a material asset

What schedules should be included in a Conditional Share Purchase Agreement?

1. Details of the Company: Corporate information, share capital structure, and subsidiaries

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

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Full set of warranties given by the seller

5. Properties: Details of company's real estate and lease arrangements

6. Intellectual Property: List of IP rights owned or used by the company

7. Material Contracts: Summary of key commercial contracts

8. Employee Information: Details of key employees and employment terms

9. Disclosed Matters: Information disclosed against the warranties

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Retail

Energy

Telecommunications

Transport and Logistics

Hospitality

Gaming and iGaming

Maritime

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Board of Directors

Executive Management

Due Diligence

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Financial Director

Mergers & Acquisitions Director

Business Development Director

Investment Manager

Corporate Finance Manager

Due Diligence Manager

Compliance Officer

Risk Manager

Board Director

Transaction Manager

Find the exact document you need

Conditional Share Purchase Agreement

A Maltese law-governed agreement for the conditional sale and purchase of company shares, subject to specific completion requirements.

find out more

Simple Share Purchase Agreement

A Maltese law-governed agreement for the straightforward transfer of shares between a seller and buyer, compliant with Malta's Companies Act.

find out more

Share Purchase And Transfer Agreement

A Maltese law-governed agreement documenting the sale and transfer of company shares between parties, compliant with the Malta Companies Act.

find out more

Restricted Stock Agreement

A Maltese law-governed agreement for issuing restricted company shares to employees or service providers, subject to vesting conditions and transfer restrictions.

find out more

Share Sale And Purchase Agreement

A Maltese law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including purchase price, warranties, and completion mechanics.

find out more

Shareholder Purchase Agreement

A Maltese law-governed agreement for the sale and purchase of company shares, detailing transaction terms and compliance requirements.

find out more

Common Stock Purchase Agreement

A Maltese law-governed agreement for the sale and purchase of common stock, detailing transfer terms, conditions, and regulatory compliance requirements.

find out more