The Stock Purchase Agreement (SPA) is a fundamental transaction document used when acquiring or disposing of shares in a Maltese company. It serves as the primary legal instrument documenting the transfer of ownership and is drafted in accordance with the requirements of the Maltese Companies Act (Chapter 386) and relevant EU regulations. This document is essential for both private and public company transactions, containing detailed provisions on purchase price, payment mechanisms, warranties, representations, and various conditions that must be met before completion. The agreement must comply with Malta's civil law system and financial services regulations, particularly important given Malta's position as a financial services hub. It typically includes comprehensive schedules and exhibits providing detailed information about the company, its assets, and liabilities, while also addressing regulatory requirements specific to the Maltese jurisdiction.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being sold, including full legal names and registered addresses
2. Background: Context of the transaction, including current ownership structure and reason for the sale
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Purchase Price: Details of the consideration, payment terms, payment method, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Details of when, where and how completion will take place, including completion deliverables
9. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity to sell
10. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority to purchase
11. Limitations on Liability: Limitations on warranty claims and general liability of the parties
12. Confidentiality: Obligations regarding confidential information and announcements
13. Notices: Process and requirements for giving notices under the agreement
14. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
15. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
1. Price Adjustment: Used when the purchase price may be adjusted based on completion accounts or other mechanisms
2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
3. Tax Covenant: Detailed tax-related provisions, particularly important for companies with significant tax exposure
4. Non-Competition: Restrictions on seller's future competitive activities, if relevant
5. Transitional Services: Include when the seller will provide services to the company post-completion
6. Employee Matters: Specific provisions regarding key employees or employee-related liabilities
7. Intellectual Property Rights: Detailed IP provisions if the company has significant IP assets
8. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances
9. Escrow Arrangements: When part of the purchase price is held in escrow as security
1. Share Details: Details of the shares being sold including share certificates numbers and share class
2. Completion Requirements: Detailed list of documents and actions required at completion
3. Warranties: Detailed warranties about the company, its business and assets
4. Disclosure Letter: Exceptions and qualifications to the warranties
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property: List of all IP rights owned or licensed by the company
7. Material Contracts: List and copies of key commercial contracts
8. Employee Information: Details of employees, service agreements, and benefits
9. Financial Statements: Recent financial statements and management accounts
10. Data Room Index: Index of documents provided during due diligence
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