The Share Purchase Agreement Between Shareholders is a crucial document used in Malaysian corporate transactions when existing shareholders wish to transfer their shares to other shareholders within the same company. This type of agreement is particularly relevant under Malaysian law when shareholders are restructuring their ownership positions, planning exits, or resolving disputes through share transfers. The document must comply with the Companies Act 2016, Contract Act 1950, and other relevant Malaysian legislation. It typically includes detailed provisions on share valuation, payment terms, warranties about the shares and the company's status, and specific completion requirements. The agreement serves to protect both the selling and purchasing shareholders' interests while ensuring the transaction meets all regulatory requirements for valid share transfers in Malaysia.
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1. Parties: Identification of all parties to the agreement, including seller(s) and purchaser(s) with complete details
2. Background: Recitals explaining the context of the transaction, company details, and current shareholding structure
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and class of shares being transferred
5. Purchase Price: Detailed breakdown of consideration, payment terms, and payment method
6. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer
7. Completion: Specific requirements and procedures for closing the transaction
8. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
9. Purchaser's Warranties: Warranties from the purchaser regarding authority and capacity to purchase
10. Confidentiality: Obligations regarding confidential information and announcement restrictions
11. Notices: Process and requirements for serving notices under the agreement
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stakes
2. Drag-Along Rights: Include when majority shareholders need right to force minorities to join in sale
3. Non-Competition: Include when selling shareholders need to be restricted from competing post-sale
4. Tax Indemnity: Include when specific tax risks need to be allocated between parties
5. Earn-out Provisions: Include when part of purchase price is contingent on future performance
6. Break Fee: Include when compensation is needed if either party backs out
7. Director Resignations: Include when seller's appointed directors need to resign upon completion
1. Details of the Company: Complete corporate information including registration number, registered office, directors, etc.
2. Share Details: Details of shares being transferred including share certificate numbers and shareholding history
3. Warranties: Detailed list of warranties given by the seller regarding the company and shares
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Company Accounts: Latest financial statements and management accounts
7. Corporate Approvals: Copies of relevant board and shareholder resolutions
8. Disclosure Letter: Seller's disclosures against the warranties
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Professional Services
Energy
Agriculture
Construction
Education
Transportation
Telecommunications
Relevant Teams
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Executive Management
Board of Directors
Corporate Strategy
Investment
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Finance Director
Board Director
Compliance Officer
Investment Manager
Corporate Finance Manager
Shareholder Relations Manager
Business Development Director
Company Director
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