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Term Sheet Share Purchase Agreement Template for Malaysia

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Key Requirements PROMPT example:

Term Sheet Share Purchase Agreement

"I need a Term Sheet Share Purchase Agreement for acquiring 75% shares in a Malaysian technology company, with completion targeted for March 2025 and including standard exclusivity and confidentiality provisions."

Document background
A Term Sheet Share Purchase Agreement is a crucial preliminary document used in Malaysian corporate transactions to establish the framework for share acquisitions. It is typically prepared after initial commercial terms are agreed upon but before detailed due diligence and definitive agreements are undertaken. The document outlines key transaction elements including price, payment terms, conditions precedent, and timeline, while usually maintaining non-binding status except for specific provisions. Under Malaysian jurisdiction, it must align with the Companies Act 2016, Capital Markets and Services Act 2007, and other relevant regulations. This document type is particularly important in complex transactions where parties need to confirm their understanding of key terms before investing significant resources in due diligence and detailed documentation.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company, including their registration details and addresses

2. Background: Brief context of the transaction and current ownership structure of the target company

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed share purchase, including number and class of shares being sold

5. Purchase Price: Proposed consideration and payment terms, including any adjustments or earn-out mechanisms

6. Key Conditions Precedent: Essential conditions that must be satisfied before completion

7. Timeline: Key dates for due diligence, definitive agreements, and completion

8. Exclusivity: Period during which the seller cannot negotiate with other potential buyers

9. Confidentiality: Obligations regarding the confidentiality of the transaction and information shared

10. Costs: Allocation of transaction costs between parties

11. Governing Law: Specification of Malaysian law as the governing law

12. Binding Effect: Clear statement of which terms are legally binding and which are subject to definitive agreements

Optional Sections

1. Management and Employment: Used when there are specific arrangements for key management retention or employment terms

2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances

3. Break Fee: Include when parties agree to compensation if either party terminates the transaction

4. Due Diligence Scope: Include when parties want to specify the scope and process of due diligence

5. Warranties and Indemnities: Include when parties want to outline key warranties to be included in the final agreement

6. Non-Compete: Include when restrictions on seller's future business activities are required

7. Financing Conditions: Include when the purchase is subject to buyer obtaining financing

8. Foreign Investment Approval: Include when foreign investment approval is required

Suggested Schedules

1. Share Capital Structure: Details of the target company's current shareholding structure

2. Key Commercial Terms Summary: Summary table of main commercial terms for quick reference

3. Key Assets Schedule: List of material assets included in the transaction value

4. Timeline Schedule: Detailed timeline of key transaction milestones and deadlines

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


















Clauses




















Relevant Industries

Banking & Finance

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Consumer Goods

Industrial

Agriculture

Mining & Resources

Education

Transportation & Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Risk Management

Compliance

Corporate Secretariat

Investment

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Lawyer

Investment Banker

Managing Director

Business Development Director

Corporate Secretary

Financial Controller

Head of Mergers & Acquisitions

Investment Director

General Counsel

Commercial Director

Strategy Director

Risk Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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