The Subscription And Shareholders Agreement is a crucial document used in Malaysian corporate transactions when new investors are joining a company while simultaneously establishing the framework for all shareholders' relationships. This document is particularly relevant during funding rounds, company restructuring, or when bringing strategic investors onboard. It combines two essential aspects: the mechanics of the share subscription process and the ongoing governance and operational framework of the company. The agreement must comply with Malaysian legislation, particularly the Companies Act 2016 and relevant securities laws, while addressing key areas such as share issuance, shareholder rights, corporate governance, share transfer restrictions, and exit provisions. It's commonly used by both startups seeking investment and established companies bringing in new strategic partners, requiring careful consideration of both local regulatory requirements and commercial objectives.
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1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investors
2. Background: Context of the transaction, company's business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Subscription Details: Details of share subscription including number of shares, price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the subscription
6. Warranties and Representations: Warranties given by the company, existing shareholders, and new investors
7. Board Composition and Management: Structure of the board, appointment rights, and management provisions
8. Shareholders' Rights and Obligations: Key rights including voting, dividends, information rights, and pre-emptive rights
9. Share Transfer Restrictions: Limitations on transfer of shares and process for permitted transfers
10. Reserved Matters: Decisions requiring special majority or unanimous consent
11. Tag-Along and Drag-Along Rights: Rights of shareholders in case of sale to third parties
12. Exit Provisions: Mechanisms for company sale, IPO, or other exit events
13. Confidentiality: Obligations regarding confidential information
14. Dispute Resolution: Process for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Anti-Dilution Protection: Protection for investors against future down rounds, used when dealing with sophisticated investors
2. Multiple Closing Mechanics: Required when the investment is structured in multiple tranches or rounds
3. Industry-Specific Compliance: Special provisions for regulated industries like financial services or healthcare
4. Employee Share Option Pool: Provisions for employee share schemes, needed when company plans to implement ESOP
5. Founder Vesting: Vesting provisions for founder shares, typically used in startup contexts
6. Foreign Investment Provisions: Special provisions required when foreign investors are involved
7. Intellectual Property Rights: Detailed IP provisions when company has significant IP assets
8. Non-Compete and Non-Solicit: Restrictions on competitive activities, particularly important for founder-led companies
1. Schedule 1: Company Information: Details of company including corporate information, capital structure, and subsidiaries
2. Schedule 2: Subscription Details: Detailed breakdown of share subscription including valuation and cap table
3. Schedule 3: Warranties: Comprehensive list of warranties given by the company and existing shareholders
4. Schedule 4: Reserved Matters: Detailed list of matters requiring special approval
5. Schedule 5: Deed of Adherence: Form of deed for new shareholders joining the agreement
6. Schedule 6: Board Procedures: Detailed procedures for board meetings and decision-making
7. Schedule 7: Business Plan: Company's business plan and financial projections
8. Schedule 8: Completion Obligations: Detailed list of completion deliverables and requirements
9. Appendix A: Share Capital History: Historical changes in share capital and shareholding
10. Appendix B: Required Regulatory Approvals: List of regulatory approvals needed for completion
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