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Share Purchase Agreement Between Two Individuals
"I need a Share Purchase Agreement Between Two Individuals under Malaysian law for the sale of 40% shareholding in a technology startup, with payment to be made in three installments and completion scheduled for March 2025."
1. Parties: Identification of the Seller and Buyer with full legal names and addresses
2. Background: 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 agreement to sell and purchase the shares, including the number and class of shares
5. Purchase Price: Amount payable for the shares and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Completion: Details of when, where, and how completion will take place, including actions required at completion
8. Seller's Representations and Warranties: Statements of fact and assurances given by the seller about the shares and company
9. Buyer's Representations and Warranties: Statements of fact and assurances given by the buyer
10. Indemnities: Protection against specific identified risks or losses
11. Confidentiality: Obligations to keep the transaction and company information confidential
12. Notices: How formal notices under the agreement should be given
13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
14. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Rights of minority shareholders to join in the sale - used when selling partial shareholding
2. Drag-Along Rights: Rights to force minority shareholders to join the sale - used when relevant to the transaction structure
3. Non-Competition: Restrictions on the seller competing with the company - used when seller has significant knowledge or influence
4. Tax Covenant: Specific tax-related warranties and indemnities - used for larger transactions or where tax risks identified
5. Break Fee: Compensation if either party fails to complete - used in higher-value transactions
6. Earn-out Provisions: Additional payments based on future performance - used when price includes contingent elements
7. Pre-emptive Rights: Rights of existing shareholders to purchase shares first - used when company has multiple shareholders
1. Details of the Company: Complete corporate information including registration number, registered office, directors, share capital structure
2. Details of the Sale Shares: Specific details of shares being sold including share certificate numbers and share history
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Detailed warranties about the company, its business and assets
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Company Accounts: Latest financial statements or management accounts of the company
7. Intellectual Property: Details of company's IP rights and registrations if material to the transaction
Authors
Sale and Purchase
Purchase Price
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Representations and Warranties
Seller Warranties
Buyer Warranties
Indemnification
Confidentiality
Announcements
Tax Matters
Costs
Assignment
Notices
Further Assurance
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Financial Services
Technology
Real Estate
Manufacturing
Retail
Professional Services
Healthcare
Education
Agriculture
Construction
Hospitality
Mining
Transportation
Media and Entertainment
Legal
Corporate Secretarial
Finance
Compliance
Corporate Advisory
Private Client Services
Wealth Management
Transaction Advisory
Risk Management
Legal Counsel
Company Secretary
Corporate Lawyer
Managing Director
Chief Executive Officer
Chief Financial Officer
Finance Director
Investment Manager
Business Owner
Compliance Officer
Legal Administrator
Corporate Advisory Manager
Private Client Manager
Wealth Manager
Transaction Manager
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