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Short Form Stock Purchase Agreement
"I need a Short Form Stock Purchase Agreement for the acquisition of 40% shareholding in a Malaysian tech startup, with completion scheduled for March 15, 2025, and including basic warranties and a non-compete clause for the selling founder."
1. Parties: Identifies the seller(s) and purchaser(s) with complete legal names and addresses
2. Background: Brief context of the transaction and identification of the target company whose shares are being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and purchase price
5. Completion: Timing and mechanics of the transfer, including payment and share transfer procedures
6. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and absence of encumbrances
7. Purchaser's Warranties: Basic warranties regarding authority to purchase and financial capacity
8. Confidentiality: Obligations to keep the transaction and its terms confidential
9. Costs: Allocation of transaction costs including stamp duty
10. Notices: How formal communications between parties should be made
11. Governing Law: Confirmation of Malaysian law as governing law and jurisdiction
12. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Include when completion is subject to specific conditions being met, such as regulatory approvals
2. Post-Completion Obligations: Include when there are specific actions required after completion, such as board changes
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Tax Covenant: Include when specific tax arrangements or indemnities are required
5. Break Fee: Include when parties want to specify damages for non-completion
6. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Details of the Company: Company registration details, share capital structure, and other corporate information
2. Details of the Sale Shares: Specific description of shares being sold including share certificate numbers
3. Completion Requirements: List of documents and actions required at completion
4. Form of Share Transfer: Standard form of share transfer document required under Malaysian law
5. Warranties: Detailed warranties if not included in main agreement
6. Board Resolution: Pro-forma board resolution approving the share transfer
Authors
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Education
Transportation
Energy
Agriculture
Construction
Telecommunications
Hospitality
E-commerce
Legal
Corporate Finance
Mergers & Acquisitions
Corporate Secretarial
Compliance
Finance
Executive Management
Investment
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
M&A Director
Finance Director
Company Director
Corporate Finance Manager
Investment Analyst
Legal Manager
Compliance Officer
Transaction Manager
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