The Stock Repurchase Agreement is a crucial document used when a Malaysian company decides to buy back its own shares from existing shareholders, a process regulated under the Companies Act 2016 and related legislation. This agreement is commonly utilized for various corporate purposes, including capital structure optimization, excess cash utilization, or as part of employee stock ownership programs. For listed companies, additional compliance requirements from Bursa Malaysia and the Securities Commission must be incorporated. The document encompasses essential elements such as purchase terms, regulatory compliance provisions, representations and warranties, and completion procedures, all tailored to meet Malaysian legal requirements and market practices.
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1. Parties: Identification of the company (purchaser) and the selling shareholder(s)
2. Background: Context of the share repurchase, including company details and reason for the buyback
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the share repurchase, including number of shares and purchase price
5. Purchase Price and Payment: Details of consideration and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Timing, location, and mechanics of the completion process
8. Seller's Representations and Warranties: Confirmations regarding share ownership, authority to sell, and other key warranties
9. Company's Representations and Warranties: Confirmations regarding corporate authority, compliance with laws, and financial capacity
10. Termination: Circumstances under which the agreement can be terminated
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Regulatory Compliance: Additional provisions for listed companies to comply with Bursa Malaysia requirements
2. Tax Provisions: Specific tax-related provisions if there are special tax considerations
3. Multiple Sellers Provisions: Additional provisions when there are multiple selling shareholders
4. Share Retention: Provisions regarding retention of other shares if seller holds additional shares
5. Competition and Non-Solicitation: Relevant if the seller has been involved in company management
6. Escrow Arrangements: If part of the purchase price is to be held in escrow
7. Foreign Investment Provisions: Required if the transaction involves foreign shareholders or regulatory approval
1. Share Details: Details of the shares being repurchased including share certificates
2. Completion Requirements: List of documents and actions required at completion
3. Form of Transfer Instrument: Prescribed form for share transfer
4. Corporate Approvals: Copies of relevant board and shareholder resolutions
5. Regulatory Approvals: Copies of required regulatory approvals and filings
6. Calculation of Purchase Price: If the price involves any adjustments or complex calculations
7. Disclosure Letter: Exceptions to warranties and representations
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Consumer Goods
Healthcare
Energy
Telecommunications
Professional Services
Retail
Relevant Teams
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Risk Management
Corporate Development
Investment
Board Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Finance Manager
Financial Controller
Treasury Manager
Compliance Officer
Board Director
Corporate Development Manager
Investment Manager
Risk Manager
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