Company Purchase Agreement for Malta
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Company Purchase Agreement
"I need a Company Purchase Agreement under Maltese law for the acquisition of a mid-sized technology company, with completion scheduled for March 2025, including specific provisions for intellectual property rights and employee retention schemes."
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Details of consideration, including amount, payment terms, adjustments, and earn-out provisions if applicable
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required at completion
9. Warranties: Seller's warranties about the company, its business, and assets
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Tax Covenants: Specific provisions relating to tax matters and allocations of tax liability
12. Confidentiality: Obligations regarding confidential information and announcements
13. Non-Competition: Restrictions on seller's competing activities post-completion
14. Further Assurance: Obligations to take further actions necessary to fulfill agreement purposes
15. Notices: Process and requirements for formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement provisions
1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals or compliance measures
2. Property Provisions: Include when the target company owns or leases significant real estate assets
3. Intellectual Property Rights: Detailed IP provisions when the target company has significant IP assets
4. Employee Matters: Specific provisions about employees when there are significant employment considerations
5. Environmental Matters: Include for companies with environmental risks or compliance requirements
6. Data Protection: Detailed provisions when the target processes significant personal data
7. Transitional Services: Include when post-completion services are required from the seller
8. Debt and Security: Required when dealing with existing company debt or security arrangements
9. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances
1. Company Details: Detailed information about the target company including corporate information and structure
2. Properties: List and details of all owned and leased properties
3. Intellectual Property: Schedule of all IP rights owned or licensed by the company
4. Material Contracts: List and details of all material contracts
5. Employees: List of employees and their key employment terms
6. Warranties: Detailed warranties about the company and its business
7. Completion Obligations: Detailed list of documents and actions required at completion
8. Permitted Leakage: List of permitted value extractions in locked box deals
9. Bank Account Details: Payment account details for completion payment
10. Data Room Index: Index of documents disclosed in due diligence
11. Disclosure Letter: Specific disclosures against the warranties
Authors
Accounts Date
Adjustment
Affiliate
Agreed Form
Agreement
Annual Accounts
Business
Business Day
Buyer
Claim
Companies Act
Company
Completion
Completion Date
Completion Payment
Conditions
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosure Letter
Encumbrance
Environmental Laws
EU
EUR
Financial Statements
Governmental Authority
Group
Group Company
Guarantor
Intellectual Property Rights
Key Employees
Laws
Leakage
Liabilities
Locked Box Accounts
Locked Box Date
Long Stop Date
Loss
Malta Business Registry
Management Accounts
Material Adverse Change
Material Contracts
MFSA
Notice
Parties
Permits
Permitted Leakage
Properties
Purchase Price
Related Party
Relevant Period
Representatives
Seller
Seller's Group
Shares
Signing Date
Subsidiary
Target Group
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Tax Covenants
Indemnities
Limitations on Liability
Non-Competition
Confidentiality
Data Protection
Employee Matters
Property Rights
Intellectual Property
Environmental Compliance
Regulatory Compliance
Corporate Governance
Share Transfer
Business Assets
Financial Statements
Material Contracts
Change of Control
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Notices
Severability
Entire Agreement
Amendment
Waiver
Further Assurance
Costs and Expenses
Third Party Rights
Announcements
Counterparts
Power of Attorney
Due Diligence
Representations
Anti-Money Laundering
Termination Rights
Break Fee
Stamp Duty
Company Records
Bank Accounts
Working Capital
Leakage Provisions
Transitional Services
Financial Services
Technology
Manufacturing
Retail
Real Estate
Healthcare
Professional Services
Tourism and Hospitality
Transportation and Logistics
Energy
Telecommunications
Construction
Maritime
Gaming and Entertainment
Education
Pharmaceuticals
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Tax
Strategy
Business Development
Due Diligence
Integration
Treasury
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Lawyer
Legal Counsel
M&A Director
Investment Manager
Company Secretary
Finance Director
Business Development Director
Compliance Officer
Due Diligence Manager
Transaction Manager
Corporate Development Manager
Risk Manager
Board Member
Integration Manager
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