[MEMBER] Sale of Shares (3)

SHARE SALE AGREEMENT

THIS AGREEMENT is made the                                              day of                                       2001 Between [Name] (NRIC ) of [Address] (hereinafter referred to as “The First Party”) of the one part and [Name] (NRIC ) of [Address] (hereinafter referred to as “the Second Party”) of the second part and [Name] (NRIC  ) of [Address] (hereinafter referred to as “the Company”) of the third part.

 

RECITAL

1.        The Second Party and one Irene Chan Boon Ling are currently the shareholders of the Company owing 92% and 8% of shareholdings respectively.
2.        The Second Party hereby agrees to enter into the terms and conditions as stated hereinafter to dispose and/or to sell forty five (45%) of the shareholdings in the company amounting to a total of Ringgit Malaysia Fifty Thousand only (RM 50,000.00) to the First Party and in addition, all parties hereto shall be bound by all the terms and conditions of this Agreement.
 

NOW THIS AGREEMENT WITNESSTH AS FOLLOWS:

1.        CONSIDERATION

1.1     The First Party shall upon the execution of this Agreement pay the Second Party being the purchase of shares in the Company amounting to Ringgit Malaysia [Insert Amount](hereinafter shall be referred to as “the Deposits”).
1.2     The Remaining payment amounting to Ringgit Malaysia [Insert Amount] (hereinafter referred to as ‘the Remaining Payments”) shall be paid to the Second Party and/or whoever the Second Party may appoint and/or direct within six (6) months from the date of execution of the Agreement (hereinafter shall be referred to as “the Completion date”).
1.3     In furtherance to clause 1.2 above, it is expressly agreed between the parties hereto that the remaining payment shall be payable to the Company as working capital for the said Company.
1.4     Subject to the clause stated hereinafter, upon the Completion Date and/or early settlement of the Remaining payment, the relevant shares transferred forms shall be formally executed in favor of the First Party.
2.        STAKEHOLDER  
2.1     The relevant shares transfer formed shall be executed in escrow in favor of the First Party and shall be held by the Company Secretary of the Company as a stakeholder until the full completion of the sale and/or early payment of the said purchase of shares by the First Party in accordance to clause 1.2 above.
2.2     Upon the full completion of the said Agreement and subject to the compliance of all the terms and conditions hereinafter, the company secretary shall formally executed the transferred forms in favor of the First Party.
2.3     If for any reasons whatsoever the sale of the shares are not being to be completed within the stipulated timeframe as stated above, the stakeholder shall not disburse and/or execute any and/or portion of the shares transferred form in favor of the First Party and shall return the original duly executed transfer forms to the Second Party and/or the Company.

3.        COMPLIANCE WITH COMPANIES ACT

3.1     The Company hereby undertakes to formally execute all relevant shareholders resolutions and/or directors resolutions necessary in order to effect the said transaction of this agreements upon the completion date.

4.        EVENTS OF DEFAULT  
4.1     In the event the sale of the shares in this Agreement are unable to be completed for any reason, without prejudice to the rights not stated in this agreement, the parties shall be entitle to specific performance to the said Contract.
4.2     The Parties hereby expressly agree that an interest amounting twenty per centum (20%) per annum calculated from the sale consideration sum of Ringgit Malaysia [Insert Amount] shall be payable for any delayed completion arises during the performance of this agreement on daily basis.
 
5.        BOARD MANAGEMENT  
5.1     Upon the completion date of this Agreement, the First Party shall officially be appointed as the Company Director of the Company.
5.2     In addition thereof, the First party shall be appointed as signatories to all the relevant existing and/or new Company accounts.
 
6.        TIME OF THE ESSENCE  
6.1     Tiime wherever mentioned shall be of the essence of this Agreement.
 
7.        LEGAL FEES AND STAMP DUTY  
7.1     The Parties shall bear the cost of and incidental to the preparation of this Agreement. The Second Party shall pay all stamp duty, transfer fees payable on the transfer of the Company Shares.
 
8.        NOTICE  
Any communication notices consents and similar documents required or permitted to be given or served under this Agreement shall be in writing and may be served by hand or by telex or by telefax or by registered post addressed to the relevant party at the addresses herein stated in this Agreement or such other address as may have been notified to statutory enactments, regulations by laws, rules or regulations existing and in force.  
 
IN WITNESS WHEREOF the parties hereunto have set their hands and seals the day and year first abovewritten.

 

Signed by the First Party                                        

In the presence of                                               )

                                                                                )

                                                                                )

 

Signed by the Second Party                                  

In the presence of                                               )

                                                                                )                                                                                )

 

Signed by the The Company                                   )

In the presence of                                                   )

                                                                        )
                                                                        )

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