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Shareholder Subscription Agreement
"I need a Shareholder Subscription Agreement for my Malaysian technology startup, where a Singapore-based venture capital firm will subscribe for 20% of our company's shares in March 2025, with specific provisions for board representation and anti-dilution rights."
1. Parties: Identification of the Company and the Subscriber(s), including registration numbers and registered addresses
2. Background: Recitals explaining the company's current share structure, the purpose of the subscription, and any relevant corporate approvals
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Completion: Timing, location, and mechanics of completion, including actions to be taken at completion
7. Representations and Warranties: Warranties given by both the company and the subscriber
8. Covenants: Ongoing obligations of the parties post-completion
9. Confidentiality: Obligations regarding confidential information
10. Notices: Process and requirements for giving notices under the agreement
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.
1. Multiple Closings: Required when the subscription will occur in multiple tranches or phases
2. Foreign Ownership Compliance: Required when the subscriber is a foreign entity, addressing compliance with Malaysian foreign ownership restrictions
3. Tag-Along and Drag-Along Rights: Optional provisions for share transfer rights, typically included for significant minority investments
4. Anti-Dilution Protection: Protection mechanisms for subscribers against future dilutive share issuances
5. Board Representation: Rights of the subscriber to appoint directors, if applicable
6. Restrictive Covenants: Non-compete and non-solicitation provisions, if required
7. Exit Rights: Provisions regarding future exit options such as IPO or trade sale
8. Dispute Resolution: Alternative dispute resolution mechanisms such as arbitration, if preferred over court jurisdiction
1. Share Capital Structure: Details of the company's share capital structure pre and post-subscription
2. Conditions Precedent Checklist: Detailed list of all conditions precedent and their status
3. Completion Checklist: List of all documents and actions required at completion
4. Form of Board Resolutions: Pro-forma board resolutions approving the share issuance
5. Warranties: Detailed list of warranties given by the company and/or subscriber
6. Disclosure Letter: Exceptions and qualifications to the warranties
7. New Constitution/M&A: Updated constitutional documents reflecting new shareholding structure, if required
8. Shareholders' Agreement: Form of shareholders' agreement to be entered into at completion, if applicable
Authors
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Professional Services
Agriculture
Education
Mining
Construction
Transportation
Media and Entertainment
Legal
Finance
Compliance
Corporate Secretarial
Risk Management
Corporate Development
Investment
Board of Directors
Executive Management
Corporate Finance
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Finance Director
Compliance Officer
Board Director
Corporate Finance Manager
Investment Banker
Private Equity Manager
Venture Capital Manager
Risk Manager
Corporate Development Manager
Financial Controller
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