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Security Purchase Agreement
"I need a Security Purchase Agreement for the acquisition of 25% of shares in a private Malaysian technology company, with completion scheduled for March 15, 2025, including specific provisions for board representation and technology asset protection."
1. Parties: Identification of the seller(s) and purchaser(s) of the securities
2. Background: Context of the transaction, including description of the securities being sold
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the securities being sold and purchase price
5. Purchase Price and Payment: Details of consideration, payment method, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Timing, location, and mechanics of completion
8. Seller's Representations and Warranties: Standard warranties about the seller's capacity and the securities
9. Purchaser's Representations and Warranties: Standard warranties about the purchaser's capacity and compliance
10. Covenants: Ongoing obligations of the parties
11. Indemnification: Provisions for compensation in case of breach
12. Termination: Circumstances under which the agreement can be terminated
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Regulatory Compliance: Additional provisions for compliance with specific Malaysian securities regulations, used when dealing with regulated securities
2. Foreign Investment Provisions: Additional requirements when foreign investors are involved
3. Security Interest: Provisions dealing with any security interest over the securities, used when securities are encumbered
4. Tag-Along Rights: Rights of other shareholders to join in the sale, used in private company contexts
5. Drag-Along Rights: Rights to force other shareholders to join in the sale, used in private company contexts
6. Anti-Money Laundering Compliance: Specific AML provisions, required for regulated entities or high-value transactions
7. Exchange Control Provisions: Required when dealing with foreign currency transactions or foreign parties
8. Tax Provisions: Specific tax-related provisions, used when tax implications are significant
1. Schedule 1 - Details of the Securities: Detailed description of the securities being sold including certificate numbers, class, etc.
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Form of Transfer Instrument: Template for the instrument of transfer
5. Schedule 5 - Seller's Warranties: Detailed warranties given by the seller
6. Appendix A - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
7. Appendix B - Regulatory Approvals: Copies of any required regulatory approvals
8. Appendix C - Securities Commission Forms: Required regulatory forms and filings
Authors
Financial Services
Banking
Investment Management
Securities Trading
Corporate Services
Legal Services
Private Equity
Venture Capital
Asset Management
Insurance
Real Estate Investment
Technology
Manufacturing
Energy
Telecommunications
Legal
Finance
Compliance
Corporate Secretarial
Investment
Risk Management
Corporate Finance
Due Diligence
Treasury
Regulatory Affairs
Chief Legal Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Chief Financial Officer
Financial Controller
Company Secretary
Compliance Officer
Investment Banker
Private Equity Manager
Portfolio Manager
Corporate Finance Manager
Due Diligence Officer
Risk Manager
Transaction Advisory Manager
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