The Contract Of Sale Of Shares is a fundamental document in Malaysian corporate transactions, used when transferring ownership of shares from one party to another. It is essential for both private and public company share transfers, though specific requirements may vary. The agreement must comply with Malaysian legislation, particularly the Companies Act 2016, Capital Markets and Services Act 2007, and Stamp Act 1949. This document is typically used in scenarios ranging from simple transfers between individual shareholders to complex corporate acquisitions. It includes crucial elements such as purchase price, payment terms, warranties and representations, conditions precedent, and completion mechanics. The agreement also addresses Malaysian-specific requirements such as stamp duty obligations, securities regulations, and any necessary regulatory approvals.
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1. Parties: Identifies and defines the Seller(s) and Purchaser(s) with their full legal details
2. Background: Recitals explaining the context of the transaction and basic information about the company whose shares are being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Sale and Purchase: Core transaction terms including the number and class of shares being sold
5. Purchase Price: Specifies the consideration amount and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Details of the completion process, timing, and deliverables
9. Warranties and Representations: Seller's warranties about the shares, company, and business
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Confidentiality: Obligations regarding transaction confidentiality and public announcements
12. Notices: Process and requirements for formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, assignment, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
2. Tax Covenant: Detailed tax indemnities, used for larger transactions or where specific tax risks exist
3. Non-Competition: Restrictions on seller's future activities, used when seller could compete with the business
4. Employee Matters: Specific provisions regarding key employees or employee arrangements
5. Intellectual Property: Specific provisions for companies where IP is a crucial asset
6. Post-Completion Adjustments: Mechanisms for price adjustments based on completion accounts
7. Earn-out Provisions: Used when part of purchase price is contingent on future performance
8. Break Fee: Provisions for payment if the deal fails to complete, used in larger transactions
1. Share Details: Details of the shares being sold including share certificates numbers and share history
2. Company Information: Key details about the company including corporate information and structure
3. Warranties: Detailed warranties about the company, business, and shares
4. Properties: Details of company's real estate assets and leases
5. Material Contracts: List and details of key business contracts
6. Intellectual Property: Schedule of company's IP rights and registrations
7. Completion Deliverables: List of documents and items to be delivered at completion
8. Disclosed Matters: Specific disclosures against the warranties
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