A Term Sheet For Share Purchase Agreement is typically used in the initial stages of M&A transactions in Malaysia when parties have reached preliminary agreement on key commercial terms but before drafting the detailed final agreement. This document is essential for transactions governed by Malaysian law and must comply with requirements under the Companies Act 2016 and other relevant legislation. It serves multiple purposes: documenting initial understanding between parties, providing a framework for due diligence, and forming the basis for drafting the definitive Share Purchase Agreement. While most provisions are non-binding, certain sections like confidentiality and exclusivity are typically binding. The document is particularly important in cross-border transactions where Malaysian legal requirements need to be clearly understood by foreign parties.
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1. Parties: Identification of the Seller(s) and Purchaser(s), including full legal names and registration details
2. Background: Brief description of the target company and context of the proposed transaction
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed share purchase, including number and class of shares
5. Purchase Price: Proposed consideration and payment terms
6. Conditions Precedent: Key conditions that must be satisfied before proceeding to final SPA
7. Timeline: Proposed schedule for due diligence, documentation, and completion
8. Exclusivity: Terms of exclusive negotiation period
9. Confidentiality: Basic confidentiality obligations regarding the transaction
10. Costs: Allocation of transaction costs between parties
11. Governing Law: Confirmation of Malaysian law as governing law
12. Binding Effect: Clear statement of which terms are binding and non-binding
1. Purchase Price Adjustment: Include when price adjustments based on completion accounts or locked box mechanism are contemplated
2. Earn-out Provisions: Include when part of purchase price is contingent on future performance
3. Management Arrangements: Include when existing management will have specific roles/arrangements post-completion
4. Regulatory Approvals: Include when transaction requires specific regulatory clearances
5. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances
6. Foreign Investment Provisions: Include when transaction involves foreign investors requiring specific approvals
7. Interim Period Obligations: Include when specific operational restrictions are required between signing and completion
1. Target Company Information: Key details about the target company including corporate information and capital structure
2. Price Calculation: Details of purchase price calculation methodology if complex
3. Key Business Terms: Summary of material commercial terms to be included in final SPA
4. Due Diligence Requirements: Outline of due diligence scope and requirements
5. Timetable: Detailed transaction timeline with key milestones
6. Required Consents: List of third-party and regulatory consents required
Relevant legal definitions
Agreement
Business Day
Completion
Completion Date
Confidential Information
Consideration
Due Diligence
Encumbrance
Exclusivity Period
Governing Law
Long Stop Date
Purchase Price
Purchaser
Sale Shares
Seller
Share Capital
Shareholders Agreement
Target Company
Transaction
Transfer
Warranties
Companies Act
Securities Commission
Business License
Board Resolution
Constitutional Documents
Business Day
Completion
Completion Date
Confidential Information
Consideration
Due Diligence
Encumbrance
Exclusivity Period
Governing Law
Long Stop Date
Purchase Price
Purchaser
Sale Shares
Seller
Share Capital
Shareholders Agreement
Target Company
Transaction
Transfer
Warranties
Companies Act
Securities Commission
Business License
Board Resolution
Constitutional Documents
Clauses
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Costs
Timing
Governing Law
Jurisdiction
Warranties
Pre-Completion Covenants
Regulatory Approvals
Break Fee
Non-Binding Effect
Binding Provisions
Transaction Structure
Board Approval
Shareholder Approval
Termination Rights
Dispute Resolution
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Costs
Timing
Governing Law
Jurisdiction
Warranties
Pre-Completion Covenants
Regulatory Approvals
Break Fee
Non-Binding Effect
Binding Provisions
Transaction Structure
Board Approval
Shareholder Approval
Termination Rights
Dispute Resolution
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Consumer Goods
Healthcare
Energy
Telecommunications
Agriculture
Construction
Retail
Mining
Transportation
Education
Professional Services
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Corporate Secretariat
Investment
Due Diligence
Risk Management
Compliance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Banker
Managing Director
Business Development Director
Corporate Secretary
Finance Director
M&A Manager
Due Diligence Manager
Strategy Director
Investment Manager
Board Director
Commercial Director
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