The Share Block Sale Agreement is a crucial document used in Malaysian corporate transactions when transferring significant ownership stakes in companies. This agreement is particularly relevant when selling large blocks of shares that may represent controlling or substantial minority interests. It must comply with Malaysian legislation, including the Companies Act 2016, Capital Markets and Services Act 2007, and relevant securities regulations. The document typically includes detailed provisions on share valuation, payment terms, warranties, representations, conditions precedent, and completion mechanics. It's essential for both private and public company transactions, though additional regulatory requirements may apply for public companies. The agreement serves to protect both sellers' and purchasers' interests while ensuring a smooth and legally compliant transfer of ownership.
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1. Parties: Identification of the Seller(s) and Purchaser(s) with full legal names and details
2. Background: Context of the transaction, including company details and reason for the share block sale
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites that must be fulfilled before completion
6. Completion: Details of the completion process, timing, and obligations of each party
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
8. Purchaser's Warranties: Warranties from the purchaser regarding authority and ability to complete the purchase
9. Confidentiality: Obligations regarding confidential information and announcement restrictions
10. Notices: Process and requirements for formal communications between parties
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Include when minority shareholders have the right to join the sale
2. Drag-Along Rights: Include when majority shareholders can force minorities to join the sale
3. Non-Competition: Include when the seller needs to be restricted from competing post-sale
4. Transition Services: Include when the seller will provide operational support post-completion
5. Tax Indemnities: Include when specific tax arrangements or indemnities are required
6. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances
7. Earn-Out Provisions: Include when part of the purchase price is contingent on future performance
1. Share Details: Detailed description of the shares being sold, including share certificates numbers and class
2. Company Information: Key details about the company including corporate structure and financial statements
3. Warranties: Detailed warranties and representations by the seller regarding the company and shares
4. Completion Requirements: Checklist of documents and actions required for completion
5. Encumbrances: List of any existing charges, liens or encumbrances on the shares
6. Required Consents: List of third-party consents required for the transaction
7. Company Assets: Inventory of key company assets included in the transaction value
8. Disclosed Matters: Details of matters disclosed against the warranties
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Professional Services
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Telecommunications
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Relevant Teams
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Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Treasury
Tax
Executive Leadership
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Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
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Company Secretary
Financial Director
Corporate Development Manager
Investment Manager
Mergers & Acquisitions Director
Business Development Director
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Board Director
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