Share Purchase And Transfer Agreement for Malta
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Share Purchase And Transfer Agreement
"I need a Share Purchase and Transfer Agreement under Maltese law for the transfer of 100% of shares in my tech startup to a single corporate buyer, with completion scheduled for March 15, 2025, including standard warranties and basic earn-out provisions."
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current ownership structure and reason for transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number and class of shares being transferred
5. Purchase Price: Specification of consideration, payment terms, and payment mechanics
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Completion: Timing, location, and mechanics of completion, including actions required by each party
8. Seller's Warranties: Representations and warranties given by the seller regarding the shares and the company
9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement
10. Tax Covenants: Provisions dealing with tax liabilities and indemnities
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Process and requirements for serving 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. Pre-Completion Obligations: Used when there's a gap between signing and completion, specifying how the business should be conducted during this period
2. Non-Competition: Required when the seller needs to be restricted from competing with the business post-sale
3. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
4. Management Provisions: Needed when existing management arrangements need to be addressed
5. Drag Along/Tag Along Rights: Required in partial share transfers where remaining shareholders' rights need to be addressed
6. Post-Completion Adjustments: Used when purchase price may be adjusted based on completion accounts
7. Intellectual Property Rights: Important when IP is a significant company asset requiring specific provisions
8. Employee Matters: Required when specific employee arrangements need to be addressed
9. Bank Consent: Needed when company has existing banking facilities requiring consent for change of control
1. Details of the Company: Complete corporate information including registration details, directors, and share capital structure
2. Details of the Shares: Specific information about the shares being transferred including share certificates
3. Warranties: Detailed warranties about the company, its business and assets
4. Properties: Details of any real estate owned or leased by the company
5. Intellectual Property: List of all IP rights owned or used by the company
6. Material Contracts: Summary of key commercial contracts
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Employee Information: Details of employees, their terms and any benefit schemes
9. Tax Covenant: Detailed tax indemnity provisions and tax-related warranties
10. Form of Resignation Letters: Template resignation letters for outgoing directors if required
Authors
Articles of Association
Board
Business Day
Company
Companies Act
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Group
Liabilities
Long Stop Date
Malta Business Registry
Material Adverse Change
M&A
Memorandum of Association
Notice
Ordinary Course of Business
Parties
Purchase Price
Purchaser
Relevant Authority
Sale Shares
Seller
Share Certificates
Shareholders' Agreement
Shares
Signing Date
Stamp Duty
Subsidiaries
Target Company
Tax
Tax Authority
Transaction
Transaction Documents
Transfer
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Tax Covenants
Indemnification
Non-Competition
Confidentiality
Announcements
Data Protection
Assignment
Force Majeure
Severability
Entire Agreement
Variation
Waiver
Notices
Costs
Stamp Duty
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Counterparts
Further Assurance
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Tourism and Hospitality
Transport and Logistics
Energy
Telecommunications
Gaming and Entertainment
Education
Construction
Maritime
Legal
Finance
Compliance
Corporate Secretariat
Risk Management
Corporate Development
Mergers & Acquisitions
Executive Leadership
Board of Directors
Investment
Due Diligence
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Compliance Officer
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Board Director
Financial Controller
Due Diligence Officer
Business Development Director
Risk Manager
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