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The Equity Purchase Agreement is a crucial document used in corporate transactions under Maltese law when one party wishes to acquire ownership of shares or equity interests in a company from another party. This comprehensive agreement is essential for both private and public company transactions, requiring careful consideration of Maltese corporate law, financial services regulations, and tax implications. The document typically combines standard international M&A practice with specific requirements of Maltese legislation, including compliance with the Companies Act (Chapter 386) and relevant financial services laws. It serves as the primary transaction document that governs the entire share purchase process, from initial terms through to completion and post-completion obligations. The agreement is particularly important in Malta's growing financial services and corporate services sectors, where company acquisitions and restructurings are common.

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, including specific Maltese legal terminology where relevant

4. Sale and Purchase: Core transaction terms, including description of shares being sold, purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion, including any regulatory approvals required under Maltese law

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of closing, including timing, location, and deliverables

8. Purchase Price Adjustment: Mechanism for adjusting the purchase price based on completion accounts or other metrics

9. Seller Warranties: Representations and warranties given by the seller regarding the shares and target company

10. Buyer Warranties: Representations and warranties given by the buyer, including capacity and authority

11. Limitations on Liability: Limitations on seller's liability for warranty claims and other matters

12. Tax Covenants: Specific provisions dealing with tax matters and allocations

13. Confidentiality: Obligations regarding confidential information and announcements

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement