The Share Purchase Agreement (SPA) is a crucial document used in mergers and acquisitions transactions under Maltese law. It is employed when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The agreement is particularly important in Malta's financial services sector and must comply with the Companies Act (Chapter 386) and other relevant Maltese legislation. The SPA typically includes detailed provisions about the transaction structure, purchase price and payment terms, warranties and indemnities, conditions precedent, completion mechanics, and post-completion obligations. It requires careful drafting to address both the commercial aspects of the deal and the specific requirements of Maltese corporate and commercial law.
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1. Parties: Identification and details of the Seller(s), Purchaser(s), and any guarantors or other relevant parties to the agreement
2. Background: Context of the transaction, including details about the target company and the purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement
4. Sale and Purchase: Core transaction terms including the specific shares being sold and purchased
5. Purchase Price: Details of the consideration, including amount, payment terms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion of the share purchase
7. Pre-Completion Obligations: Actions required by parties between signing and completion
8. Completion: Mechanics and requirements for closing the transaction, including timing and deliverables
9. Warranties: Seller's representations and warranties about the shares and target company
10. Limitations on Liability: Limitations on the Seller's liability under the warranties and other provisions
11. Tax Covenants: Specific provisions relating to tax matters and allocations of tax liability
12. Confidentiality: Obligations regarding confidential information and announcements
13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
14. Notices: Process and requirements for formal communications between parties
15. Assignment: Rights and restrictions regarding transfer of rights under the agreement
16. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed
3. Non-Competition: Used when restrictions on seller's future business activities are required
4. Management Provisions: Relevant when existing management will continue or transition arrangements are needed
5. Intellectual Property Rights: Important when the target company has significant IP assets
6. Employee Matters: Required when specific arrangements for employees are necessary
7. Real Estate: Needed when the target company owns or leases significant property assets
8. Escrow Arrangements: Used when part of the purchase price will be held in escrow
9. Break Fee: Included when parties want to specify compensation for transaction failure
10. Parent Company Guarantee: Required when additional security is needed from a parent company
1. Details of the Target Company: Corporate information, share capital structure, and other company details
2. Warranties: Detailed warranties about the company, its business, and assets
3. Properties: Details of real estate owned or leased by the target company
4. Intellectual Property: List of IP rights owned or licensed by the target company
5. Material Contracts: Summary of key contracts and commitments
6. Employees: Details of employment terms, benefits, and pension arrangements
7. Tax Affairs: Details of tax positions and ongoing matters
8. Completion Deliverables: List of documents and actions required at completion
9. Data Room Index: Index of due diligence materials provided
10. Disclosed Documents: Documents disclosed against the warranties
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