The Share Purchase Agreement is a crucial document in corporate transactions under Maltese law, used when one party wishes to acquire shares in a company from existing shareholders. It serves as the primary transaction document in share acquisitions, whether for partial or complete ownership transfers. The agreement must comply with the Maltese Companies Act (Chapter 386) and other relevant legislation, including requirements for share transfers, corporate approvals, and registration procedures. It typically contains detailed provisions covering the transaction structure, purchase price mechanisms, warranties about the company's business and affairs, tax covenants, and completion procedures. This document is essential for both private and public company transactions in Malta, though public company transfers may require additional regulatory approvals.
Shares Purchase Agreement for Malta
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Key Requirements PROMPT example:
Shares Purchase Agreement
"I need a Share Purchase Agreement for the acquisition of 100% shares in a Maltese technology company, with completion scheduled for March 2025, including standard warranties and a non-compete clause for the selling shareholders."
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1. Parties: Identification of the Seller(s), Purchaser(s) and the Target Company
2. Background: Context of the transaction, including description of the Target Company and shares being sold
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Any conditions that must be satisfied before completion of the share transfer
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing
9. Warranties: Seller's representations and warranties about the shares and target company
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenant: Specific indemnities relating to tax matters
12. Confidentiality: Obligations regarding transaction confidentiality and public announcements
13. Further Assurance: Obligations to take additional steps necessary to effect the transaction
14. Notices: Process and requirements for formal communications between parties
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and governing law
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Compete Provisions: Required when seller restrictions are needed to protect the business post-sale
3. Employee Matters: Needed when specific arrangements for key employees are part of the transaction
4. Intellectual Property Rights: Required for technology companies or IP-heavy businesses
5. Real Estate Provisions: Needed when the target company has significant property assets
6. Bank Financing: Required when the purchase is supported by bank financing
7. Transitional Services: Used when seller will provide services to target company post-completion
8. Break Fee: Added when parties want to specify compensation for transaction termination
1. Share Details: Details of shares being transferred including share certificates and shareholder information
2. Target Company Information: Corporate information, directors, financial statements
3. Warranties: Detailed warranties about the business, assets, and liabilities
4. Properties: Details of real estate owned or leased by the target company
5. Intellectual Property: List of IP rights owned or licensed by the target company
6. Material Contracts: Summary of key commercial contracts
7. Employees: List of employees and their key terms of employment
8. Completion Deliverables: List of documents and actions required at completion
9. Permitted Leakage: Agreed exceptions to locked box arrangements if applicable
10. Data Room Index: Index of due diligence materials provided
Authors
Relevant legal definitions
Accounts
Accounts Date
Affiliate
Agreement
Board
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Control
Data Room
Disclosure Letter
Effective Date
Encumbrance
Financial Year
Group
Governmental Authority
Intellectual Property Rights
Key Employees
Leakage
Liability
Locked Box Date
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
MFSA
Notary
Ordinary Course of Business
Parties
Permitted Leakage
Properties
Purchase Price
Purchaser
Purchaser's Group
Regulatory Approvals
Relevant Claim
Sale Shares
Seller
Seller's Group
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Transaction
Transaction Documents
Warranties
Warranted Information
Working Capital
Accounts Date
Affiliate
Agreement
Board
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Control
Data Room
Disclosure Letter
Effective Date
Encumbrance
Financial Year
Group
Governmental Authority
Intellectual Property Rights
Key Employees
Leakage
Liability
Locked Box Date
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
MFSA
Notary
Ordinary Course of Business
Parties
Permitted Leakage
Properties
Purchase Price
Purchaser
Purchaser's Group
Regulatory Approvals
Relevant Claim
Sale Shares
Seller
Seller's Group
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Transaction
Transaction Documents
Warranties
Warranted Information
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Covenants
Post-Completion Covenants
Warranties
Tax Covenants
Limitations on Liability
Indemnification
Non-Competition
Confidentiality
Public Announcements
Data Protection
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Environmental Matters
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Assignment
Entire Agreement
Amendments
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Further Assurance
Severability
Third Party Rights
Counterparts
Termination
Survival
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Covenants
Post-Completion Covenants
Warranties
Tax Covenants
Limitations on Liability
Indemnification
Non-Competition
Confidentiality
Public Announcements
Data Protection
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Environmental Matters
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Assignment
Entire Agreement
Amendments
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Further Assurance
Severability
Third Party Rights
Counterparts
Termination
Survival
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Energy
Telecommunications
Transport and Logistics
Construction
Hospitality
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Due Diligence
Compliance
Risk Management
Corporate Secretarial
Business Development
Treasury
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Finance Director
Company Secretary
Mergers & Acquisitions Director
Investment Manager
Corporate Development Manager
Due Diligence Manager
Transaction Manager
Risk Manager
Compliance Officer
Business Development Director
Private Equity Manager
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