The Common Stock Purchase Agreement is a crucial legal instrument used in Malaysian corporate transactions for documenting the sale and transfer of ordinary shares between parties. This agreement is essential when implementing share acquisitions, corporate restructuring, or investment transactions in Malaysia. It must comply with Malaysian regulatory requirements, including the Companies Act 2016 and relevant securities regulations. The document typically includes detailed provisions on share pricing, payment mechanisms, warranties, representations, and conditions precedent to completion. It's particularly important for protecting both parties' interests by clearly defining their rights and obligations, ensuring proper transfer of ownership, and maintaining compliance with local corporate governance standards. The agreement should be tailored to address specific transaction requirements while maintaining consistency with Malaysian legal and regulatory frameworks.
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1. Parties: Identification of the seller(s) and purchaser(s) with complete legal names and addresses
2. Background: Context of the transaction, including company details and purpose of the share purchase
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core terms of the transaction including number of shares, class of shares, and purchase price
5. Consideration and Payment Terms: Details of the purchase price, payment method, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
7. Completion: Timing and mechanics of the completion process, including actions required at completion
8. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
9. Purchaser's Warranties: Basic warranties regarding capacity to purchase and compliance with laws
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in the sale on same terms - used when selling partial shareholding
2. Drag-Along Rights: Provision allowing majority shareholders to force minority shareholders to join in the sale - used for majority stake sales
3. Non-Competition: Restrictions on seller's competitive activities - relevant when seller is exiting completely
4. Foreign Investment Compliance: Special provisions for foreign purchasers to comply with Malaysian foreign investment regulations
5. Board Appointment Rights: Rights to appoint directors - relevant for significant shareholding purchases
6. Pre-emptive Rights: Rights of first refusal on future share issues - used for strategic investments
7. Tax Indemnity: Special tax-related indemnities - used when tax risks are identified
1. Share Details: Detailed description of the shares being sold including share certificate numbers and share history
2. Company Information: Key company details including corporate information, licenses, and material contracts
3. Warranties: Detailed warranties and representations by the seller regarding the company and shares
4. Completion Checklist: List of documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Corporate Approvals: Copies of required corporate approvals and resolutions
7. Regulatory Approvals: List of required regulatory approvals and their status
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