The Limited Partnership Subscription Agreement is a crucial document used when an investor seeks to participate as a Limited Partner in a Malaysian limited partnership structure. This agreement is essential for private equity funds, venture capital firms, and other investment vehicles operating under Malaysian law. The document comprehensively details the terms of subscription, including the amount of capital commitment, payment schedule, partner rights and obligations, and investment restrictions. It ensures compliance with Malaysian regulations, particularly the Limited Liability Partnerships Act 2012 and Capital Markets and Services Act 2007. The agreement typically forms part of a larger suite of partnership documents and is used alongside the main partnership agreement to govern the relationship between the partnership and its incoming limited partners.
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1. Parties: Identification of the Limited Partnership, General Partner, and the Subscribing Limited Partner
2. Background: Context of the partnership, its purpose, and the basis for the subscription
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Subscription and Payment Terms: Details of partnership interest being subscribed to and payment obligations
5. Closing Conditions: Conditions precedent to the subscription becoming effective
6. Representations and Warranties: Statements of fact and assurances from both the subscriber and the partnership
7. Partner Obligations: Ongoing obligations and responsibilities of the subscribing partner
8. Partnership Interests: Nature and scope of rights attached to the partnership interest
9. Capital Contributions: Terms regarding initial and subsequent capital contributions
10. Transfer Restrictions: Limitations on transfer of partnership interests
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Rights of partners to join in sale of partnership interests by other partners
2. Drag-Along Rights: Rights to compel other partners to join in sale of partnership interests
3. Anti-Dilution Protection: Provisions protecting against dilution of partnership interests
4. Key Person Provisions: Provisions regarding key personnel and their continued involvement
5. Investment Committee: Structure and powers of an investment committee if applicable
6. Co-Investment Rights: Rights of partners to participate in future investment opportunities
7. Exit Rights: Specific provisions regarding exit mechanisms and procedures
1. Subscription Details: Detailed information about the subscription amount, unit price, and number of units
2. Partnership Agreement: Copy or key terms of the main partnership agreement
3. Investor Questionnaire: Due diligence questionnaire for anti-money laundering and investor suitability
4. Wire Transfer Instructions: Banking details for subscription payment
5. List of Partners: Current list of all partners and their respective interests
6. Investment Guidelines: Parameters and restrictions for partnership investments
7. Required Regulatory Notices: Mandatory disclosures required under Malaysian law
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