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Shareholder Buyout Agreement
"I need a Shareholder Buyout Agreement for my Malaysian technology company where I'm purchasing all shares from a retiring co-founder, with completion planned for March 2025 and payment to be made in full at completion."
1. Parties: Identification of the selling shareholder(s), purchasing shareholder(s), and the company
2. Background: Recitals explaining the company's structure, existing shareholding, and context of the buyout
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core terms of the transaction including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion
6. Completion: Mechanics of closing the transaction, including timing, location, and actions required
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties regarding authority and capacity to purchase
9. Confidentiality: Obligations to maintain confidentiality of the transaction and company information
10. Notices: Process for giving formal notices under the agreement
11. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Pre-Completion Covenants: Used when there's a gap between signing and completion, specifying how the business should be operated
2. Post-Completion Obligations: Include when there are continuing obligations after completion, such as non-compete provisions
3. Tax Covenants: Detailed tax provisions when specific tax issues need to be addressed
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Directors' Resignations: Required when selling shareholders are also directors who will resign
6. Related Party Transactions: Include when existing related party transactions need to be addressed
7. Dispute Resolution: Alternative dispute resolution mechanisms if preferred over court proceedings
1. Share Details: Details of shares being transferred including share certificate numbers and class of shares
2. Purchase Price Calculation: Detailed calculation of the purchase price including any adjustments
3. Completion Requirements: Checklist of documents and actions required for completion
4. Company Information: Key details about the company including assets, liabilities, and material contracts
5. Warranties: Detailed warranties and indemnities
6. Existing Encumbrances: List of any existing charges or encumbrances on the shares
7. Board Resolutions: Form of board resolutions required for the transfer
Authors
Board
Business Day
Company
Companies Act
Completion
Completion Date
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Identity Card
Losses
Material Adverse Change
Purchase Price
Purchaser
Ringgit Malaysia
Sale Shares
Seller
Share Certificate
Shareholders Agreement
Signing Date
Stamp Act
Taxation
Transaction Documents
Transfer Form
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Share Transfer
Board Composition
Representations
Restrictive Covenants
Further Assurance
Notices
Assignment
Amendments
Entire Agreement
Severability
Force Majeure
Costs and Expenses
Governing Law
Dispute Resolution
Manufacturing
Technology
Retail
Professional Services
Real Estate
Financial Services
Healthcare
Education
Construction
Hospitality
Agriculture
Mining
Transportation
Energy
Telecommunications
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Board of Directors
Executive Management
Corporate Development
Mergers & Acquisitions
Treasury
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Managing Director
Board Director
Shareholder
Investment Manager
Corporate Finance Manager
Compliance Officer
Risk Manager
Business Development Director
Company Director
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