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Sale Of Shares Form
"I need a Sale of Shares Form for transferring 40% of my private Malaysian company shares to a single buyer, with completion scheduled for March 15, 2025, including standard warranties and confidentiality provisions."
1. Parties: Identification of the Seller(s) and Purchaser(s) with full legal names and addresses
2. Background: Recitals explaining the context of the transaction, including details of the company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core terms of the transaction including the number of shares being sold and purchase price
5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the share sale
7. Completion: Details of when, where, and how completion will take place, including completion obligations
8. Seller's Warranties: Standard warranties given by the seller regarding the shares and the company
9. Purchaser's Warranties: Basic warranties given by the purchaser, including capacity to enter into the agreement
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process for serving notices under the agreement
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Tag Along Rights: Include when minority shareholders need protection to sell their shares on same terms as majority shareholders
2. Drag Along Rights: Include when majority shareholders need right to force minority shareholders to join in sale
3. Earn-out Provisions: Include when part of purchase price is contingent on future performance
4. Non-Competition: Include when seller needs to be restricted from competing post-sale
5. Interim Period Obligations: Include when there's a significant gap between signing and completion
6. Tax Covenants: Include when specific tax indemnities or arrangements are required
7. Employee Matters: Include when there are specific arrangements regarding key employees
8. Intellectual Property Rights: Include when IP forms significant company value
1. Schedule 1 - Details of the Company: Corporate information including registration number, registered office, directors, share capital structure
2. Schedule 2 - The Shares: Detailed description of shares being sold including share certificate numbers and class of shares
3. Schedule 3 - Warranties: Comprehensive list of seller's warranties about the company and its business
4. Schedule 4 - Company's Assets: List of material assets owned by the company
5. Schedule 5 - Completion Obligations: Detailed list of documents and actions required at completion
6. Schedule 6 - Existing Encumbrances: List of any existing charges or encumbrances over the shares or company assets
7. Appendix A - Board Resolution: Copy of board resolutions approving the share transfer
8. Appendix B - Share Transfer Forms: Pro-forma share transfer forms to be executed at completion
Authors
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Agriculture
Mining
Construction
Education
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Executive Leadership
Mergers & Acquisitions
Investment
Business Development
Risk Management
Company Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Chief Executive Officer
Chief Financial Officer
Finance Director
Compliance Officer
Investment Manager
Corporate Governance Officer
Business Development Director
Mergers & Acquisitions Manager
Company Director
Board Member
Investment Banker
Financial Controller
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