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Agreement To Sell Shares Of A Company
"I need an Agreement To Sell Shares Of A Company for the sale of 60% shareholding in a Malaysian technology startup to a foreign investor, with completion scheduled for March 2025, including specific provisions for intellectual property protection and regulatory approvals."
1. Parties: Identification of the Seller(s) and Buyer(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: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, company, and business
9. Limitations on Warranties: Limitations on warranty claims including time limits and financial thresholds
10. Tax Covenants: Specific provisions relating to tax matters and indemnities
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Restrictions on public announcements about the transaction
13. Costs: Allocation of transaction costs between parties
14. Notices: Process for serving formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Non-Competition: Restrictions on seller's future competitive activities - used when seller is exiting completely
2. Employee Matters: Specific provisions regarding key employees - relevant when management are shareholders
3. Intellectual Property: Special provisions for IP protection - important for technology companies
4. Third Party Consents: Process for obtaining required third party approvals - needed if company has material contracts requiring consent
5. Break Fee: Provisions for payment if deal fails - used in larger transactions
6. Earn-out Provisions: Structure for additional payments based on future performance - used when price includes contingent elements
7. Foreign Investment Approval: Special conditions for foreign buyers - required when buyer is non-Malaysian
8. Regulatory Compliance: Additional compliance provisions - needed for regulated industries
1. Share Details: Details of shares being sold including share certificate numbers
2. Company Information: Key details about the company including corporate information
3. Warranties: Detailed warranties about the company and business
4. Properties: List of company properties and related information
5. Intellectual Property: Schedule of company IP rights
6. Material Contracts: List of important contracts affecting the business
7. Employees: Details of key employees and their terms
8. Completion Requirements: Detailed list of completion deliverables
9. Permitted Encumbrances: List of permitted charges or encumbrances on shares
10. Form of Tax Deed: Standard form tax deed to be executed at completion
Authors
Business
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Identity Card
Intellectual Property Rights
Law
Losses
Material Adverse Change
Material Contracts
Purchase Price
Sale Shares
Seller
Share Certificates
Stamp Duty
Subsidiaries
Tax
Tax Authority
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Tax Covenants
Indemnities
Limitations of Liability
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs
Third Party Rights
Announcements
Amendments
Counterparts
Authority
Due Diligence
Technology
Manufacturing
Real Estate
Financial Services
Healthcare
Retail
Professional Services
Energy
Transportation
Agriculture
Education
Construction
Telecommunications
Mining
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Mergers & Acquisitions
Corporate Development
Executive Leadership
Board of Directors
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Managing Director
Finance Director
Business Development Manager
Investment Manager
Compliance Officer
Corporate Lawyer
Board Director
Company Secretary
Mergers & Acquisitions Manager
Transaction Advisory Manager
Risk Manager
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