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Share Purchase Agreement Of Private Limited Company
"I need a Share Purchase Agreement Of Private Limited Company under Malaysian law for the acquisition of a technology startup, where the buyer will acquire 100% of shares in multiple tranches throughout 2025, with the first tranche to complete by March 2025."
1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, description of the company, and current shareholding structure
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Purchase Price: Detailed breakdown of consideration, payment terms, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required at completion
9. Seller's Warranties: Comprehensive warranties regarding the shares, company, and business
10. Buyer's Warranties: Basic warranties from buyer regarding capacity and authority
11. Limitations on Liability: Limitations on warranty claims and general liability of the parties
12. Tax Covenant: Provisions dealing with tax liabilities and indemnities
13. Confidentiality: Obligations regarding confidential information and announcements
14. Notices: Process and requirements for serving notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
2. Non-Competition and Non-Solicitation: Used when restrictions on seller's future activities are required
3. Board Changes: Needed when changes to board composition are part of the transaction
4. Shareholder Loans: Required when existing shareholder loans need to be addressed
5. Foreign Investment Provisions: Necessary when the transaction involves foreign investors
6. Break Fee: Used when parties agree to compensation if the deal fails under specific circumstances
7. Management Provisions: Required when specific management arrangements are part of the transaction
8. Intellectual Property Rights: Detailed provisions needed when IP is a significant company asset
1. Details of the Company: Corporate information, share capital structure, and existing shareholders
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Comprehensive list of seller's warranties about the company and business
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property: List of all IP owned or licensed by the company
7. Material Contracts: Summary of key contracts to which the company is a party
8. Employee Information: Details of key employees and their employment terms
9. Financial Statements: Recent financial statements of the company
10. Disclosed Matters: List of disclosures against the warranties
Authors
Manufacturing
Technology
Real Estate
Retail
Professional Services
Financial Services
Healthcare
Education
Construction
Agriculture
Energy
Transportation
Hospitality
Media and Entertainment
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretarial
Executive Leadership
Due Diligence
Treasury
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Business Development Director
Investment Manager
Mergers & Acquisitions Manager
Corporate Finance Manager
Due Diligence Officer
Compliance Officer
Risk Manager
Board Director
Commercial Director
Transaction Advisory Partner
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