The Contract Of Sale Of Shares 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 companies registered in Malta, ensuring compliance with the Companies Act (Chapter 386 of the Laws of Malta) and related regulations. This document is typically used in corporate restructuring, investment transactions, exit strategies, or general business transfers. It contains detailed provisions covering the sale price, payment mechanisms, warranties, representations, and specific Maltese legal requirements for share transfers. The agreement must address local regulatory requirements, including registration with the Malta Business Registry and potential requirements from the Malta Financial Services Authority where applicable. It serves as the primary evidence of the transaction and outlines the rights and obligations of all parties involved.
Contract Of Sale Of Shares for Malta
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Contract Of Sale Of Shares
"I need a Contract Of Sale Of Shares under Maltese law for the sale of 60% shareholding in a gaming company, with completion scheduled for March 2025 and including both tag-along rights for minority shareholders and an earn-out mechanism based on the company's 2025 performance."
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including company details and reason for the share sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and basic sale conditions
5. Purchase Price: Detailed breakdown of consideration, payment terms, and payment mechanics
6. Completion: Requirements and mechanics for closing the transaction, including timing and location
7. Seller's Warranties: Standard warranties about share ownership, company status, and business conditions
8. Buyer's Warranties: Basic warranties from buyer regarding capacity and authority to enter the transaction
9. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business
10. Confidentiality: Provisions regarding confidential information and announcement of the transaction
11. Notices: Process and requirements for formal communications between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution formalities
1. Tag Along Rights: Include when minority shareholders need protection to join in the sale
2. Drag Along Rights: Include when majority shareholders need the right to force minorities to join the sale
3. Post-Completion Covenants: Include when there are specific obligations after completion, such as non-compete provisions
4. Tax Covenants: Include when specific tax indemnities or arrangements are required
5. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
6. Break Fee: Include when parties want to specify compensation for transaction failure
7. Employee Matters: Include when there are specific arrangements regarding key employees
8. Intellectual Property Rights: Include when IP is a significant concern for the transaction
9. Data Protection: Include when personal data processing is involved in the transaction
1. Details of the Company: Complete corporate information including registration details, share capital structure
2. Shares Being Sold: Detailed description of the shares including class, numbers, and any encumbrances
3. Warranties: Detailed warranties about the company, its business, and assets
4. Company's Assets: List of material assets owned by the company
5. Material Contracts: List and details of important contracts the company is party to
6. Intellectual Property: Details of IP owned or licensed by the company
7. Properties: Details of real estate owned or leased by the company
8. Completion Requirements: Detailed list of documents and actions required for completion
9. Permitted Encumbrances: List of accepted encumbrances on shares or company assets
Authors
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Buyer
Company
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Group
Intellectual Property Rights
Long Stop Date
Loss
Malta Business Registry
Management Accounts
Material Adverse Change
Material Contract
M&A Act
Notice
Parties
Purchase Price
Related Party
Relevant Authority
Sale Shares
Seller
Seller's Warranties
Shareholders' Agreement
Signing Date
Subsidiary
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Working Hours
Companies Act
Completion Obligations
Constitutional Documents
Due Diligence
Financial Statements
Governmental Authority
Indemnities
Liabilities
Memorandum of Association
Ordinary Course of Business
Permitted Encumbrances
Representatives
Share Capital
Stamp Duty
Articles of Association
Board
Business Day
Buyer
Company
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Group
Intellectual Property Rights
Long Stop Date
Loss
Malta Business Registry
Management Accounts
Material Adverse Change
Material Contract
M&A Act
Notice
Parties
Purchase Price
Related Party
Relevant Authority
Sale Shares
Seller
Seller's Warranties
Shareholders' Agreement
Signing Date
Subsidiary
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Working Hours
Companies Act
Completion Obligations
Constitutional Documents
Due Diligence
Financial Statements
Governmental Authority
Indemnities
Liabilities
Memorandum of Association
Ordinary Course of Business
Permitted Encumbrances
Representatives
Share Capital
Stamp Duty
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnities
Non-Competition
Confidentiality
Announcements
Data Protection
Share Transfer Mechanics
Regulatory Compliance
Due Diligence
Disclosure
Representations
Break Fee
Tag Along Rights
Drag Along Rights
Board Composition
Employee Matters
Intellectual Property
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Third Party Rights
Further Assurance
Counterparts
Stamp Duty
Anti-Money Laundering
Waiver
Time of Essence
Survival
Corporate Authority
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnities
Non-Competition
Confidentiality
Announcements
Data Protection
Share Transfer Mechanics
Regulatory Compliance
Due Diligence
Disclosure
Representations
Break Fee
Tag Along Rights
Drag Along Rights
Board Composition
Employee Matters
Intellectual Property
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Third Party Rights
Further Assurance
Counterparts
Stamp Duty
Anti-Money Laundering
Waiver
Time of Essence
Survival
Corporate Authority
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Gaming and iGaming
Maritime
Tourism and Hospitality
Energy
Telecommunications
Construction
Transport and Logistics
Education
Relevant Teams
Legal
Finance
Compliance
Corporate Secretarial
Risk Management
Corporate Development
Mergers & Acquisitions
Investment
Due Diligence
Board of Directors
Executive Management
Corporate Services
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Mergers & Acquisitions Director
Business Development Director
Finance Director
Compliance Officer
Due Diligence Officer
Corporate Services Manager
Investment Banker
Financial Controller
Risk Manager
Board Director
Managing Director
Company Director
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