The Sale Of Shares Contract is a crucial legal document used in Malta for transferring ownership of company shares from one party to another. It is essential for both private and public company transactions, ensuring compliance with the Maltese Companies Act and related legislation. This document is typically employed when shareholders wish to exit their investment, during company restructuring, or in merger and acquisition scenarios. The contract comprehensively addresses share valuation, payment terms, warranties, representations, and regulatory compliance requirements specific to Malta. It includes necessary provisions for protecting both sellers' and buyers' interests, managing risk allocation, and ensuring smooth transfer of ownership while adhering to Maltese corporate law and financial services regulations.

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 and the parties' intentions

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the document

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

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

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

7. Completion: Details of when, where and how completion will take place, including actions required at completion

8. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business

9. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the agreement

10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Restrictions on public announcements about the transaction

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

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

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

16. Entire Agreement: Confirmation that the agreement represents the entire understanding between the parties