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
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