The Share Acquisition Agreement serves as the primary transaction document for share purchases in Malaysia, whether for partial or complete acquisition of a company's shareholding. It is essential for both private and public company transactions, though additional regulations apply for public listed companies. The agreement must comply with Malaysian law, particularly the Companies Act 2016, Capital Markets and Services Act 2007, and relevant securities regulations. It typically includes detailed provisions on purchase price mechanisms, conditions precedent, warranties and representations, tax covenants, and completion procedures. This document is crucial for protecting both parties' interests through clearly defined terms, risk allocations, and enforcement mechanisms, while ensuring the transaction meets all regulatory requirements under Malaysian law.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Target Company
2. Background: Context of the transaction, including brief description of the Target Company and purpose of the agreement
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Prerequisites 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 and Representations: Seller's warranties about the shares, target company, and business
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Tax Covenant: Tax-related warranties and indemnities
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Rules for public announcements about the transaction
13. Further Assurance: Obligations to take additional actions necessary to give effect to the agreement
14. Assignment: Restrictions on transfer of rights under the agreement
15. Notices: Process for formal communications between parties
16. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes
17. General Provisions: Standard boilerplate clauses including severability, whole agreement, and variations
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Non-Competition and Non-Solicitation: Required when sellers need to be restricted from competing or poaching employees
3. Tag-Along Rights: Included in partial acquisitions to protect minority shareholders
4. Drag-Along Rights: Included when majority shareholders need power to force minority shareholders to join in a sale
5. Board Composition: Required in partial acquisitions where purchaser gets board representation
6. Shareholder Reserved Matters: Needed in partial acquisitions to specify decisions requiring specific shareholder approval
7. Foreign Investment Compliance: Required when transaction involves foreign investors
8. Break Fee: Used when there's a need to specify compensation if either party backs out
9. Integration Planning: Included for complex transactions requiring post-completion integration
10. Employee Matters: Required when specific arrangements for key employees are part of the transaction
1. Share Details: Details of shares being transferred including share numbers and certificates
2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price
3. Warranties: Detailed warranties about the business, assets, and liabilities
4. Properties: List and details of all properties owned or leased by target company
5. Intellectual Property: Schedule of all IP owned or licensed by target company
6. Material Contracts: List and details of all material contracts
7. Employee Information: Details of employees, including key terms of employment
8. Completion Obligations: 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. Form of Board Resolutions: Template board resolutions for completion
12. Earn-out Calculations: If applicable, detailed methodology for earn-out calculations
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