The Sales Of Shares Agreement is a crucial document used in corporate transactions under Maltese law when transferring ownership of shares in a company from one party to another. It is particularly relevant for both domestic and cross-border transactions, given Malta's position as an international business center. This document needs to comply with the Malta Companies Act (Chapter 386), the Civil Code, and various other regulations including EU directives. The agreement typically includes comprehensive details about the transaction, including the number and class of shares being transferred, purchase price, payment terms, warranties, representations, and various conditions that must be met before completion. It's essential for corporate restructuring, investment transactions, exit strategies, and business succession planning, providing legal protection for both sellers and buyers while ensuring regulatory compliance in the Maltese jurisdiction.
Sales Of Shares Agreement for Malta
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Sales Of Shares Agreement
"I need a Sales of Shares Agreement under Maltese law for the sale of 100% shares in a small technology company, with a completion date set for March 15, 2025, including earn-out provisions and employee retention clauses."
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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 used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Purchase Price: Specification of the purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required by each party
9. Warranties: Seller's warranties about the shares, company, and business
10. Limitations on Liability: Limitations on Seller's liability under the warranties and other provisions
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 governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Tax Covenant: Detailed tax indemnity from Seller to Buyer - used in larger transactions or where tax risks are identified
2. Non-Compete Provisions: Restrictions on Seller's future activities - used when Seller might compete with the business
3. Earn-out Provisions: Mechanism for additional payments based on future performance - used when price includes contingent elements
4. Security Provisions: Details of any security for Seller's obligations - used when payment is deferred or there are significant warranties
5. Employee Provisions: Specific provisions regarding key employees - used when retention of key staff is crucial
6. Intellectual Property Rights: Specific provisions regarding IP - used when IP is a key business asset
7. Bank Consent: Provisions regarding obtaining bank consent - used when company has significant banking relationships
8. Property Provisions: Specific provisions regarding property - used when company owns/leases significant property assets
1. Details of the Company: Complete corporate information including registration details, directors, share capital structure
2. Details of the Shares: Specific details of shares being sold including share certificate numbers and any encumbrances
3. Warranties: Detailed warranties about the company, business, and shares
4. Properties: Details of all properties owned or leased by the company
5. Intellectual Property: Schedule of all IP owned or licensed by the company
6. Material Contracts: List and details of key commercial contracts
7. Employees: Details of employees including key terms of employment
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Disclosed Documents: List of documents disclosed against the warranties
Authors
Relevant legal definitions
Agreement
Business Day
Business
Buyer
Company
Completion Date
Completion
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Parties
Purchase Price
Sale Shares
Seller
Signing Date
Subsidiaries
Tax
Transaction
Warranties
Working Capital
Accounts
Accounts Date
Affiliate
Board
Claims
Companies Act
Conditions Precedent
Constitutional Documents
Data Room
Directors
Disclosed Information
Due Diligence
Employee
Financial Statements
Financial Year
Governing Law
Indemnities
Key Employees
Liabilities
Material Contracts
Notice
Ordinary Course of Business
Properties
Records
Related Party
Relevant Authority
Representatives
Share Capital
Shareholders
Territory
Third Party
Transfer
Warranty Claim
Business Day
Business
Buyer
Company
Completion Date
Completion
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Parties
Purchase Price
Sale Shares
Seller
Signing Date
Subsidiaries
Tax
Transaction
Warranties
Working Capital
Accounts
Accounts Date
Affiliate
Board
Claims
Companies Act
Conditions Precedent
Constitutional Documents
Data Room
Directors
Disclosed Information
Due Diligence
Employee
Financial Statements
Financial Year
Governing Law
Indemnities
Key Employees
Liabilities
Material Contracts
Notice
Ordinary Course of Business
Properties
Records
Related Party
Relevant Authority
Representatives
Share Capital
Shareholders
Territory
Third Party
Transfer
Warranty Claim
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Tax Covenants
Indemnities
Limitations on Liability
Non-Competition
Confidentiality
Announcements
Data Protection
Share Transfer Mechanics
Due Diligence
Disclosure
Employee Matters
Intellectual Property
Property Rights
Material Contracts
Business Conduct
Financial Statements
Corporate Authority
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Assignment
Third Party Rights
Severability
Waiver
Variation
Costs
Notices
Entire Agreement
Further Assurance
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Tax Covenants
Indemnities
Limitations on Liability
Non-Competition
Confidentiality
Announcements
Data Protection
Share Transfer Mechanics
Due Diligence
Disclosure
Employee Matters
Intellectual Property
Property Rights
Material Contracts
Business Conduct
Financial Statements
Corporate Authority
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Assignment
Third Party Rights
Severability
Waiver
Variation
Costs
Notices
Entire Agreement
Further Assurance
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Professional Services
Healthcare
Retail
Hospitality
Gaming
Maritime
Aviation
E-commerce
Telecommunications
Energy
Construction
Investment Services
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Executive Leadership
Investment
Business Development
Treasury
Tax
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Financial Director
Compliance Officer
Investment Manager
Business Development Director
Corporate Finance Manager
M&A Director
Board Director
Risk Manager
Transaction Manager
Private Equity Manager
Corporate Development Officer
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