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The Shareholder Exit Agreement is a crucial document used when a shareholder wishes to or is required to leave a company in Malaysia. It becomes necessary in various scenarios including retirement, strategic divestment, dispute resolution, or pursuant to terms in the shareholders' agreement. The document must comply with Malaysian corporate law, particularly the Companies Act 2016, and typically includes detailed provisions for share valuation, transfer mechanics, payment terms, and post-exit obligations. This agreement is essential for protecting both the departing shareholder's and the company's interests, ensuring a smooth transition of ownership, and maintaining business continuity. It may also address specific requirements for different types of companies (private limited, public listed, etc.) and various share classes. The agreement should be tailored to address particular circumstances such as family businesses, professional practices, or investment holdings, while ensuring compliance with Malaysian regulatory requirements.

1. Parties: Identification of all parties to the agreement including the exiting shareholder(s) and remaining shareholders/company

2. Background: Context of the agreement including current shareholding structure and reason for exit

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Share Transfer Terms: Details of the shares being transferred, including quantity, class, and nominal value

5. Purchase Price and Valuation: Agreed value of shares and method of valuation used

6. Payment Terms: Structure and timing of payments, including any installment arrangements

7. Completion Requirements: Actions required to complete the transfer of shares and exit process

8. Representations and Warranties: Standard warranties from both parties regarding authority, ownership, and absence of encumbrances

9. Confidentiality: Obligations regarding confidential information post-exit

10. Non-Compete and Non-Solicitation: Restrictions on the exiting shareholder's future business activities

11. Release and Waiver: Mutual release of claims and obligations post-completion

12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability