The Convertible Equity Agreement serves as a crucial instrument in Malaysia's startup and growth company ecosystem, providing a flexible funding mechanism that bridges the gap between early-stage investment and formal equity rounds. This document is typically used when companies seek interim financing while deferring formal valuation discussions, or when investors prefer a convertible instrument over immediate equity. It must comply with Malaysian Companies Act 2016 and Capital Markets and Services Act 2007, particularly regarding share issuance and securities regulations. The agreement includes essential provisions for investment terms, conversion mechanisms, investor rights, and protection measures, while accommodating both local and international investment scenarios within Malaysian legal frameworks.
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1. Parties: Identification of the Company and the Investor(s), including their full legal names, registration numbers, and registered addresses
2. Background: Recitals explaining the context of the agreement, including the Company's business and the Investor's intention to invest
3. Definitions: Detailed definitions of key terms used throughout the agreement, including financial terms, conversion-related definitions, and company-specific terminology
4. Investment Amount: Specifies the investment amount, payment terms, and conditions precedent to investment
5. Equity Rights: Details of the equity rights granted, including any special rights or restrictions
6. Conversion Mechanism: Specific terms and conditions for conversion, including trigger events, conversion price calculation, and process
7. Pre-Money Valuation: Establishes the pre-money valuation and its calculation methodology
8. Company Representations and Warranties: Company's representations regarding its legal status, authority, and business condition
9. Investor Representations and Warranties: Investor's representations regarding investment capacity and compliance with laws
10. Information Rights: Investor's rights to receive financial and other company information
11. Pre-emptive Rights: Rights of first refusal on future share issuances
12. Confidentiality: Obligations regarding confidential information protection
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
15. General Provisions: Standard provisions including notices, amendments, and assignment rights
1. Board Rights: Used when granting the investor rights to board representation or observer status
2. Tag-Along Rights: Include when offering investors the right to join in sales of shares by major shareholders
3. Anti-dilution Protection: Used when providing protection against future down rounds
4. Dividend Rights: Include when specifying any dividend rights prior to conversion
5. Most Favored Nation Provision: Used when ensuring investors receive the benefit of better terms offered to future investors
6. Founder Commitments: Include when requiring specific commitments from founders regarding continued involvement
7. Foreign Investment Provisions: Required when the investor is foreign and Malaysian foreign investment regulations apply
1. Schedule 1: Cap Table: Current capitalization table showing all shareholders and their holdings
2. Schedule 2: Conversion Calculations: Detailed methodology and examples of conversion calculations
3. Schedule 3: Company Information: Key company information including corporate structure and existing encumbrances
4. Schedule 4: Investor Rights: Detailed description of specific investor rights and procedures
5. Schedule 5: Conditions Precedent: List of conditions to be satisfied before investment completion
6. Appendix A: Form of Conversion Notice: Template for the formal notice of conversion
7. Appendix B: Required Corporate Approvals: List of necessary corporate and regulatory approvals
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