The Forward Share Purchase Agreement is a sophisticated legal instrument used in Malaysian corporate transactions to establish binding terms for the future purchase of shares. This document is particularly relevant when parties wish to agree on a share transfer that will occur at a future date, typically used in strategic corporate planning, investment structuring, or as part of broader corporate restructuring exercises. The agreement must comply with Malaysian regulatory requirements, including the Companies Act 2016 and relevant securities regulations. It includes detailed provisions on purchase price determination, conditions precedent, completion mechanics, warranties, and regulatory compliance. The document is commonly used in both private and public company contexts, though additional requirements may apply for listed companies under Bursa Malaysia regulations.
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1. Parties: Identification of the seller and purchaser, including full legal names and registration details
2. Background: Context of the transaction, including details about the company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and forward date
5. Purchase Price and Payment: Detailed terms of consideration, payment mechanism, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for completing the share transfer
9. Warranties and Representations: Standard warranties from both parties regarding capacity, authority, and share ownership
10. Covenants: Ongoing obligations of the parties
11. Termination: Circumstances under which the agreement can be terminated
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Security Arrangements: Include when there are specific security arrangements for payment or performance
2. Tag-Along Rights: Include when minority shareholders are given the right to join the sale
3. Drag-Along Rights: Include when majority shareholders can force minorities to join the sale
4. Foreign Investment Provisions: Include when transaction involves foreign investors
5. Anti-Dilution Protection: Include when protecting against share dilution before completion
6. Regulatory Compliance: Include specific provisions when deal requires regulatory approvals
7. Tax Provisions: Include detailed tax arrangements when complex tax implications exist
8. Force Majeure: Include when specific events might affect the forward purchase arrangement
9. Break Fee: Include when parties agree to compensation for early termination
1. Share Details: Details of shares including class, rights, and current ownership
2. Company Information: Key information about the company whose shares are being sold
3. Warranties: Detailed warranties and representations by the seller
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Form of Transfer Instrument: Template for share transfer forms
6. Calculation of Purchase Price: Formula or methodology for determining final purchase price
7. Regulatory Approvals: List of required regulatory approvals and status
8. Encumbrances: Details of any existing encumbrances on the shares
9. Required Notices: Templates for required notices and communications
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