An Equity Purchase Agreement is essential for any transaction involving the sale and purchase of shares in a Malaysian company. This document is used when parties wish to execute a share transfer with clearly defined terms and protections for both buyer and seller. It encompasses crucial elements required under Malaysian law, including compliance with the Companies Act 2016, Capital Markets and Services Act 2007, and other relevant regulations. The agreement typically includes detailed provisions about the transaction structure, purchase price mechanics, warranties and representations, conditions precedent, completion procedures, and post-completion obligations. It's particularly important for ensuring regulatory compliance, protecting parties' interests, and providing a clear framework for the share transfer process in the Malaysian context.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including defined terms for the Sale Shares, Completion Date, Purchase Price, etc.
4. Sale and Purchase: Core transaction terms including the agreement to sell and purchase the shares
5. Purchase Price: Details of the consideration, payment terms, and payment mechanics
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables
9. Warranties and Representations: Standard warranties given by seller regarding the shares and target company
10. Limitations on Liability: Limitations on seller's liability for warranty claims and other claims
11. Confidentiality: Obligations regarding confidential information and announcements
12. Governing Law and Jurisdiction: Choice of Malaysian law and jurisdiction for dispute resolution
1. Post-Completion Covenants: Used when parties need ongoing obligations after completion, such as non-compete provisions or transitional services
2. Tax Covenant: Included when specific tax indemnities or allocations are required
3. Employee Matters: Required when the transaction involves significant employee considerations or changes
4. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
5. Break Fee: Used in larger transactions where compensation is required if either party terminates
6. Escrow Arrangements: Included when part of the purchase price needs to be held in escrow
7. Corporate Guarantees: Required when parent company guarantees are part of the transaction
1. Share Details: Details of the shares being transferred, including share certificate numbers and shareholding structure
2. Company Information: Key information about the target company, including corporate details and material contracts
3. Warranties: Detailed warranties given by the seller regarding the company and its business
4. Properties: List and details of company's real estate assets if applicable
5. Intellectual Property: Schedule of IP rights owned or used by the company
6. Completion Deliverables: List of documents and items to be delivered at completion
7. Form of Transfer Instruments: Pro-forma share transfer forms and other transfer documents
8. Disclosure Letter: Exceptions and qualifications to the warranties
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