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Assignment Of Shares Agreement
"I need an Assignment of Shares Agreement for transferring 10,000 ordinary shares in my Malaysian private limited company to a single corporate buyer, with completion scheduled for March 15, 2025, and payment to be made in two installments."
1. Parties: Identification of the Assignor (transferor) and Assignee (transferee) with full legal names and addresses
2. Background: Context of the share transfer, including details of the company whose shares are being transferred and the existing shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Agreement to Assign: Core provision stating the agreement to transfer the shares from Assignor to Assignee
5. Consideration: Details of the purchase price and payment terms for the shares
6. Completion: Specific requirements and timing for completing the share transfer, including delivery of share certificates and payment
7. Assignor's Warranties: Warranties regarding ownership, authority to sell, and status of the shares
8. Tax Matters: Provisions regarding payment of stamp duty and other applicable taxes
9. Confidentiality: Obligations to maintain confidentiality of the transaction and company information
10. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
11. Notices: Process for giving formal notices under the agreement
12. Execution: Signature blocks and execution requirements
1. Board and Shareholder Approval: Required if company constitution or shareholders' agreement mandates specific approvals
2. Non-Competition: Restrictions on Assignor's future business activities, if relevant
3. Third Party Consents: Include if transfer requires regulatory or other third-party approvals
4. Price Adjustment: Mechanism for adjusting consideration based on company performance or other factors
5. Tag-Along Rights: Include if other shareholders have rights to participate in the transfer
6. Security Interest: If shares are being used as security or have existing encumbrances
7. Earn-Out Provisions: If part of consideration is contingent on future performance
1. Share Details: Detailed description of shares being transferred, including share certificate numbers and class of shares
2. Company Information: Key details about the company including registration number, registered office, and share capital structure
3. Completion Requirements: Checklist of documents and actions required for completion
4. Warranties: Detailed list of warranties given by the Assignor
5. Board Resolution: Copy of board resolution approving the transfer (if required)
6. Existing Encumbrances: Details of any existing charges or encumbrances on the shares
7. Required Consents: List of required regulatory or third-party consents and their status
Authors
Sale and Purchase
Consideration
Conditions Precedent
Completion
Representations and Warranties
Tax Matters
Confidentiality
Further Assurance
Assignment
Notices
Costs and Expenses
Entire Agreement
Variation and Waiver
Severability
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Non-Competition
Indemnification
Board Approval
Share Transfer Procedure
Pre-emptive Rights
Due Diligence
Company Information
Share Certificate Delivery
Payment Terms
Registration Requirements
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Professional Services
Telecommunications
Mining and Resources
Agriculture
Education
Transportation and Logistics
Construction
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Risk Management
Investment
Mergers & Acquisitions
Corporate Finance
Executive Leadership
Board of Directors
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Investment Manager
Corporate Finance Manager
Business Development Director
Mergers & Acquisitions Manager
Share Registry Officer
Corporate Governance Officer
Finance Director
Board Director
Risk Manager
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