The Share Sale Agreement is a crucial document used in Malaysian corporate transactions when transferring ownership of shares from one party to another. It is essential for both private and public company share transfers, though additional requirements may apply for public listed companies under the Malaysian Code on Take-Overs and Mergers 2016. The agreement comprehensively addresses all aspects of the share transfer, including purchase price, payment mechanisms, conditions precedent, completion procedures, warranties, and indemnities. It must comply with Malaysian corporate law requirements, particularly the Companies Act 2016, and typically requires proper stamping under the Stamp Act 1949. This document is particularly important as it provides legal protection for both buyers and sellers, ensuring clear documentation of the transaction terms and post-completion obligations.
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1. Parties: Identification of the seller(s), purchaser(s) and any guarantors
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Consideration: Details of the purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Pre-completion conditions that must be satisfied before completion occurs
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the shares, target company, and business
10. Limitations on Liability: Limitations on seller's liability under the warranties and claims procedures
11. Confidentiality: Obligations regarding confidential information and announcements
12. Tax Matters: Tax-related provisions, including tax covenants and indemnities
13. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Non-Competition: Include when sellers need to be restricted from competing post-completion
3. Transitional Services: Include when seller will provide services to target company post-completion
4. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances
5. Guarantee: Include when a parent company or third party guarantees seller's obligations
6. Regulatory Compliance: Include when specific regulatory approvals are required
7. Employee Matters: Include when specific arrangements for key employees are needed
8. Intellectual Property: Include when IP rights transfer or licensing is significant to the transaction
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Warranties: Comprehensive list of seller's warranties
4. Properties: Details of real estate owned or leased by the target company
5. Intellectual Property Rights: List of IP owned or licensed by the target company
6. Material Contracts: Summary of key contracts of the target company
7. Completion Obligations: Detailed list of documents and actions required at completion
8. Form of Resignation Letters: Template resignation letters for outgoing directors
9. Disclosure Letter: Exceptions and qualifications to the warranties
10. Management Accounts: Recent financial statements of the target company
Relevant legal definitions
Accounts
Accounts Date
Business
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Laws
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Purchase Price
Sale Shares
Target Company
Tax
Transaction Documents
Warranties
Working Capital
Board
Companies Act
Confidential Information
Directors
Employees
Financial Year
Governmental Authority
Identity Card
Losses
Notice
Properties
Ringgit Malaysia
Securities Commission
Shareholders Agreement
Subsidiaries
Territory
Accounts Date
Business
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Laws
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Purchase Price
Sale Shares
Target Company
Tax
Transaction Documents
Warranties
Working Capital
Board
Companies Act
Confidential Information
Directors
Employees
Financial Year
Governmental Authority
Identity Card
Losses
Notice
Properties
Ringgit Malaysia
Securities Commission
Shareholders Agreement
Subsidiaries
Territory
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Indemnities
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Costs and Expenses
Announcements
Third Party Rights
Counterparts
Time of Essence
Survival
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Indemnities
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Costs and Expenses
Announcements
Third Party Rights
Counterparts
Time of Essence
Survival
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Transportation
Agriculture
Education
Professional Services
Construction
Telecommunications
Mining
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretarial
Board of Directors
Executive Management
Treasury
Tax
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Managing Director
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Business Development Director
Risk Manager
Compliance Officer
Board Member
Transaction Manager
Due Diligence Manager
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