The Company Acquisition Agreement is a crucial document used in corporate transactions within Malaysia when one company intends to acquire another entity. It serves as the primary legal instrument documenting the sale and purchase of a company, whether through share acquisition or asset purchase. The agreement must comply with Malaysian corporate law, particularly the Companies Act 2016, Competition Act 2010, and relevant regulatory requirements. It typically includes detailed provisions covering purchase price, payment mechanisms, warranties, representations, pre-completion and post-completion obligations, and various protections for both buyer and seller. The document is essential for both private and public company acquisitions and requires careful consideration of Malaysian corporate governance standards, foreign investment regulations (if applicable), and industry-specific requirements.
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1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties to the agreement
2. Background: Context of the transaction, including brief description of the target company and purpose of the acquisition
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the acquisition
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables
9. Warranties and Representations: Standard warranties and representations from both seller and buyer
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims and other liabilities
11. Confidentiality: Obligations regarding confidential information and announcements
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Employee Matters: Specific provisions regarding treatment of employees, to be included if there are significant employment considerations
2. Tax Covenant: Detailed tax-related provisions and indemnities, recommended for complex tax situations
3. Non-Competition: Restrictions on seller's future business activities, included when seller could compete with target business
4. Earn-out Provisions: Mechanism for additional payments based on future performance, used when parties agree to performance-based pricing
5. Break Fee: Provisions for payment if deal fails under specific circumstances, included in higher-value transactions
6. Intellectual Property: Detailed IP provisions, necessary when IP is a significant asset
7. Property Matters: Specific provisions for real estate, needed if property assets are material to the transaction
8. Regulatory Compliance: Industry-specific compliance provisions, required for regulated industries
1. Schedule 1 - Target Company Information: Details of target company including corporate information, share capital, and subsidiaries
2. Schedule 2 - Warranties: Detailed warranties categorized by subject matter
3. Schedule 3 - Properties: List and details of real estate owned or leased by target company
4. Schedule 4 - Intellectual Property: List of all IP rights owned or licensed by target company
5. Schedule 5 - Material Contracts: List and summary of key contracts
6. Schedule 6 - Employees: Details of key employees, employment terms, and benefits
7. Schedule 7 - Completion Deliverables: List of documents and actions required at completion
8. Schedule 8 - Permitted Encumbrances: List of permitted liens and encumbrances on assets
9. Schedule 9 - Disclosure Letter: Seller's disclosures against warranties
10. Schedule 10 - Form of Resignation Letters: Template resignation letters for retiring directors
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Company Acquisition Agreement
A Malaysian law-governed agreement detailing terms and conditions for acquiring a company, including purchase terms, warranties, and completion requirements.
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