Share Purchase Agreement And Shareholders Agreement Template for Malaysia

1. Tag-Along and Drag-Along Rights: Rights allowing minority shareholders to join in sales (tag-along) or forcing them to sell (drag-along). Include when dealing with multiple shareholders with varying interests

2. Non-Competition and Non-Solicitation: Restrictions on competing activities and employee solicitation. Include when selling shareholders might compete with the business

3. Put and Call Options: Rights to force sale or purchase of shares under specific circumstances. Include when parties want exit mechanisms

4. Anti-Dilution Protection: Protection against share value dilution. Include when there are minority shareholders to protect

5. Intellectual Property Rights: Special provisions for IP ownership and licensing. Include when IP is crucial to the business

6. Employee Share Scheme: Provisions for employee share ownership. Include when employee participation is planned

7. Deadlock Resolution: Mechanisms to resolve shareholder deadlocks. Include when there are equal shareholdings

8. Foreign Investment Provisions: Specific provisions for foreign investors. Include when there are foreign shareholders

1. Details of the Company: Company information including registration details, share capital structure, and existing shareholders

2. Share Transfer Form: Standard form for executing the share transfer

3. Warranties: Detailed list of warranties given by the sellers

4. Disclosure Letter: Exceptions and qualifications to the warranties

5. Reserved Matters List: Detailed list of matters requiring special approval

6. Deed of Adherence: Template for future shareholders to join the agreement

7. Company Business Plan: Current business plan and financial projections

8. Board Regulations: Detailed procedures for board meetings and decision-making

9. Completion Checklist: List of actions and documents required for completion