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The Merger And Acquisition Agreement serves as the primary transaction document for corporate combinations and takeovers in Malaysia. It is essential for structuring and documenting complex business transactions where one company acquires another or where two companies merge their operations. The agreement must comply with Malaysian regulatory requirements, including those set by the Companies Act 2016, Securities Commission, and Competition Commission. It typically includes detailed provisions on transaction structure, purchase price mechanisms, conditions precedent, warranties and representations, employee matters, and post-completion obligations. This document is crucial for both domestic and cross-border transactions involving Malaysian entities, requiring careful consideration of local corporate laws, foreign investment restrictions, and industry-specific regulations.

1. Parties: Identification of all parties to the agreement including the seller(s), buyer(s), and any guarantors

2. Background: Recitals explaining the context of the transaction and brief description of the target business/company

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold and purchased (shares/assets)

5. Purchase Price: Details of the consideration, including amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required at completion

9. Warranties and Representations: Comprehensive warranties given by the seller regarding the business/company

10. Limitations on Liability: Limitations on seller's liability for warranty claims and other claims under the agreement

11. Tax Covenants: Specific provisions dealing with tax matters and allocation of tax liabilities

12. Confidentiality and Announcements: Obligations regarding confidentiality and public announcements about the transaction

13. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable

14. Governing Law and Dispute Resolution: Choice of Malaysian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions