The Securities Purchase Agreement is a crucial document used in Malaysian securities transactions to formalize the sale and purchase of securities between parties. It is essential for both private and public company transactions, providing a legally binding framework that ensures compliance with Malaysian securities laws, particularly the Capital Markets and Services Act 2007. The agreement typically includes detailed terms about the securities being transferred, purchase price, payment mechanisms, representations and warranties, and closing conditions. It must account for specific Malaysian regulatory requirements, including necessary approvals from the Securities Commission Malaysia and, where relevant, Bank Negara Malaysia for foreign investments. This document is particularly important in the context of Malaysian corporate transactions as it helps ensure regulatory compliance while protecting the interests of both buyers and sellers in the securities transfer process.
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1. Parties: Identification of the seller(s) and purchaser(s) with complete legal names and addresses
2. Background: Context of the transaction, including description of the securities being sold and company overview
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Securities: Core transaction terms including number of securities, price, and payment terms
5. Closing: Timing and mechanics of the closing, including delivery of securities and payment
6. Conditions Precedent: Conditions that must be satisfied before closing, including regulatory approvals
7. Seller's Representations and Warranties: Seller's statements about the securities, company, and authority to sell
8. Purchaser's Representations and Warranties: Purchaser's statements about authority to purchase and compliance with laws
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Regulatory Compliance: Compliance with Malaysian securities laws and regulations
11. Indemnification: Rights and obligations regarding compensation for losses
12. Termination: Circumstances under which the agreement can be terminated
13. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes
14. Notices: How formal notices between parties should be given
15. General Provisions: Standard boilerplate provisions including amendments, assignment, and severability
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale of majority stake
2. Drag-Along Rights: Used when majority shareholders want right to force minority to join in sale
3. Foreign Investment Provisions: Required when purchaser is a foreign investor, addressing compliance with foreign ownership restrictions
4. Bank Negara Malaysia Approval: Required for transactions involving significant foreign exchange or strategic industries
5. Right of First Refusal: Optional protection giving existing shareholders first right to purchase shares being sold
6. Board Representation: Used when purchase includes rights to board seats
7. Non-Competition: Used when seller is required to agree to non-compete restrictions
8. Earn-Out Provisions: Used when part of purchase price is contingent on future performance
1. Schedule of Securities: Detailed description of securities being sold including class, number, and certificate numbers
2. Disclosure Schedule: Exceptions and qualifications to representations and warranties
3. Corporate Documents: Key corporate documents including constitution, shareholders' agreements
4. Required Consents: List of third-party and regulatory consents needed for closing
5. Encumbrances: List of any existing encumbrances on the securities
6. Form of Share Transfer: Template for share transfer documentation
7. Closing Checklist: List of all documents and actions required for closing
8. Purchase Price Calculation: Detailed calculation of purchase price if complex formula used
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