The Shares Subscription Agreement is a crucial document used when a company wishes to raise capital by issuing new shares to investors in Malaysia. This agreement is essential for both private and public companies seeking to expand their capital base, fund growth initiatives, or bring in strategic investors. The document must comply with Malaysian corporate law, particularly the Companies Act 2016 and Capital Markets and Services Act 2007. It sets out the complete terms of the share subscription, including the number and type of shares being issued, price per share, payment terms, conditions precedent, and completion requirements. The agreement also typically includes warranties from both the company and the subscriber, regulatory compliance provisions, and various protective clauses for all parties involved.
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1. Parties: Identification of the Company issuing shares and the Subscriber(s)
2. Background: Recitals explaining the context of the share subscription and the company's authority to issue the shares
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the agreement
4. Subscription: Details of shares being subscribed for, including number, class, and price per share
5. Conditions Precedent: Conditions that must be satisfied before the subscription can complete
6. Payment Terms: Terms and method of payment for the subscription shares
7. Completion: Process and requirements for completing the subscription, including timing and deliverables
8. Warranties and Representations: Standard warranties given by both the company and the subscriber
9. Covenants: Ongoing obligations of the parties post-completion
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Multiple Completion Dates: Section dealing with tranched subscriptions where shares are subscribed for and paid in multiple installments
2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of shares
4. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds
5. Board Appointment Rights: Rights of subscribers to appoint directors to the company's board
6. Pre-emptive Rights: Rights of existing shareholders to participate in future share issues
7. Regulatory Compliance: Additional provisions for compliance with specific regulatory requirements, particularly for regulated industries
1. Schedule 1 - Share Capital Structure: Details of the company's share capital structure before and after the subscription
2. Schedule 2 - Conditions Precedent: Detailed list of all conditions that must be satisfied before completion
3. Schedule 3 - Completion Requirements: Detailed list of all documents and actions required at completion
4. Schedule 4 - Company Warranties: Detailed warranties given by the company regarding its business, assets, and liabilities
5. Schedule 5 - Subscriber Warranties: Detailed warranties given by the subscriber regarding their capacity and authority
6. Schedule 6 - Form of Board Resolutions: Template board resolutions approving the share subscription
7. Schedule 7 - Form of Subscription Notice: Template notice to be used for formal subscription of shares
8. Appendix A - Shareholding Structure: Detailed breakdown of shareholding before and after subscription
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