The Share Purchase Agreement is a crucial legal document used in Malaysian corporate transactions when one party wishes to acquire shares in a company from another party. It is essential for both private and public company transactions, though additional requirements may apply for public listed companies under Malaysian securities laws. The agreement typically includes detailed provisions on purchase price, payment mechanisms, conditions precedent, warranties, and indemnities, all structured to comply with Malaysian legal requirements. It must adhere to the Companies Act 2016, Capital Markets and Services Act 2007 (where applicable), and other relevant Malaysian legislation. This document is particularly important as it provides legal certainty and protection for both buyer and seller, clearly documenting their rights and obligations in the share transfer process.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and details
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties: Seller's representations and warranties about the shares and target company
10. Limitations on Seller's Liability: Scope and limitations of seller's liability under the warranties
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public statements about the transaction
13. Further Assurance: Obligations to take additional steps to give effect to the agreement
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including entire agreement, variations, etc.
1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Included when majority shareholders want the right to force minority shareholders to join in a sale
3. Non-Competition: Required when seller needs to be restricted from competing post-completion
4. Earn-out Provisions: Used when part of purchase price is contingent on future performance
5. Employee Matters: Needed when transaction affects key employees or employment arrangements
6. Tax Covenant: Detailed tax indemnities when specific tax risks need to be addressed
7. Break Fee: Included when parties want to specify compensation for transaction failure
8. Escrow Arrangements: Used when part of purchase price needs to be held in escrow
9. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals needed
1. Details of the Target Company: Corporate information, share capital structure, and other company details
2. Shares Being Sold: Detailed description of shares including share numbers and classes
3. Warranties: Comprehensive list of seller's warranties about the company and business
4. Properties: Details of real estate owned or leased by the target company
5. Intellectual Property: List of IP rights owned or licensed by the target company
6. Material Contracts: Summary of key contracts affecting the business
7. Employee Information: Details of employees, benefits, and employment terms
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Disclosed Matters: Information disclosed against the warranties
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Board Resolutions: Form of required corporate approvals
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