The Purchase of Shares Agreement serves as the primary transaction document for share acquisitions in Malaysia, structured in compliance with the Companies Act 2016 and other relevant Malaysian legislation. This agreement is essential when transferring ownership of company shares, whether for a partial or complete acquisition. It captures all material terms of the transaction, including purchase price mechanisms, conditions precedent, warranties, and indemnities. The document must address specific Malaysian regulatory requirements, such as foreign ownership restrictions, stamp duty obligations, and necessary regulatory approvals. It's commonly used in both private and public company transactions, though additional requirements apply for public listed companies under Malaysian securities laws and the Stock Exchange regulations.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
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: Seller's warranties regarding the shares, company, and business
9. Limitations on Liability: Limitations on seller's liability under the warranties and general claims
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Requirements for public announcements about the transaction
12. Notices: Process for serving notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Tax Covenant: Detailed tax indemnities and procedures - used for larger transactions or where specific tax risks exist
2. Non-Competition: Restrictions on seller's competing activities - used when seller has significant market knowledge or relationships
3. Earn-out Provisions: Structure for additional payments based on future performance - used when purchase price includes contingent elements
4. Management Arrangements: Terms for ongoing management involvement - used when sellers will remain involved in business
5. Break Fee: Compensation if deal fails - used in larger transactions or where significant costs involved in preparation
6. Intellectual Property: Special provisions for IP transfer/protection - used when IP is a significant business asset
7. Employee Matters: Specific provisions regarding employees - used when employment arrangements are material to deal
8. Foreign Investment Approval: Provisions regarding foreign investment approvals - used for cross-border transactions
1. Share Details: Details of shares being transferred including share numbers, certificates, and shareholder information
2. Purchase Price Calculation: Detailed methodology for calculating final purchase price, including adjustments
3. Warranties: Full set of warranties given by the seller
4. Company Information: Key details about the company including corporate information, assets, and contracts
5. Completion Requirements: Detailed list of documents and actions required at completion
6. Intellectual Property: List of company's IP rights and registrations
7. Properties: Details of company's real estate interests
8. Material Contracts: Summary of key contracts affecting the business
9. Employee Information: Details of key employees and employment terms
10. Data Room Index: Index of documents disclosed during due diligence
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