The Company Share Purchase Agreement is a fundamental transaction document used in Malaysian corporate acquisitions when one party wishes to acquire shares in a company from existing shareholders. This document is essential for both private and public company transactions, though additional requirements apply for public listed companies under the Malaysian Code on Take-Overs and Mergers 2016. The agreement typically includes comprehensive details about the transaction structure, purchase price mechanisms, warranties and indemnities, conditions precedent, and completion requirements. It requires careful consideration of Malaysian corporate law, securities regulations, tax implications, and stamp duty requirements. The document is particularly crucial as it not only transfers ownership but also provides protection for both parties through various representations, warranties, and covenants, while ensuring compliance with local regulatory requirements.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Target Company
2. Background: Recitals explaining the context of the transaction and ownership of shares being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties and Representations: Standard warranties about share ownership, company status, and business conditions
9. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
10. Confidentiality: Obligations regarding confidential information and announcements
11. Tax Matters: Tax-related provisions including indemnities and conduct of tax affairs
12. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
13. Notices: Process and requirements for serving notices under the agreement
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
15. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Non-Competition and Non-Solicitation: Restrictions on seller's competing activities - include when seller is active in the industry
2. Employee Matters: Specific provisions regarding key employees - include when retention of key staff is crucial
3. Intellectual Property Rights: Special provisions for IP transfer/protection - include for technology or brand-focused companies
4. Real Property: Specific provisions regarding company real estate - include when property assets are material
5. Bank Financing: Provisions relating to external financing - include when purchase is leveraged
6. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent
7. Tag-Along/Drag-Along Rights: Share transfer rights - include for partial stake sales with ongoing relationship
8. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties given by the seller
5. Properties: Details of all real property 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 details of key commercial contracts
8. Employee Information: Details of key employees and their terms of employment
9. Disclosed Matters: Specific disclosures against the warranties
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Board Resolutions: Template board resolutions approving the share transfer
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