The Investment And Shareholders Agreement is a fundamental document used when a company is seeking investment while establishing the ongoing relationship between shareholders. This agreement is particularly relevant in the Malaysian business context, where it must comply with local corporate law requirements, including the Companies Act 2016 and relevant securities regulations. It is commonly used in funding rounds for startups, scale-ups, and established companies, combining investment terms with ongoing shareholders' rights and obligations. The document typically includes provisions for share subscription, payment terms, conditions precedent, warranties, board composition, reserved matters, share transfer restrictions, and exit mechanisms. It serves as the primary reference point for managing investor-shareholder relationships and corporate governance matters throughout the investment lifecycle.
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1. Parties: Identification of all parties to the agreement including the Company, Investors, and Existing Shareholders
2. Background: Context of the investment, company's business, and purpose of the agreement
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Investment Terms: Details of the investment including amount, valuation, and share class
5. Completion Mechanics: Process and conditions for completing the investment, including conditions precedent
6. Warranties and Representations: Warranties given by the Company, existing shareholders, and investors
7. Board Composition and Management: Structure and appointment rights for the board of directors
8. Reserved Matters: Decisions requiring special approval from investors or specific shareholder groups
9. Shareholders' Rights and Obligations: Key rights and obligations of all shareholders
10. Share Transfer Restrictions: Limitations and procedures for transferring shares
11. Exit Provisions: Mechanisms for investor exit including IPO, drag-along, and tag-along rights
12. Confidentiality: Obligations regarding confidential information
13. Dispute Resolution: Procedures for resolving disputes between parties
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Rights: Protection for investors against future down-rounds, used when specifically requested by investors
2. Founder Vesting: Vesting schedule for founders' shares, included when founders are receiving new equity or reorganizing existing holdings
3. Employee Share Option Pool: Terms of employee share scheme, included when company plans to implement ESOP
4. Strategic Rights: Special rights for strategic investors, included for corporate or strategic investors
5. Non-Compete and Non-Solicitation: Restrictions on competitive activities, included when required for key shareholders
6. Intellectual Property Rights: Specific IP provisions, included for technology or IP-heavy companies
7. Foreign Investment Compliance: Special provisions for foreign investors, included when there are foreign shareholders
1. Capital Structure: Details of company's share capital structure pre and post-investment
2. Warranties: Detailed warranties given by the Company and existing shareholders
3. Completion Obligations: Detailed list of completion deliverables and requirements
4. Reserved Matters List: Comprehensive list of matters requiring special approval
5. Company Information: Key company details including corporate information and financial statements
6. Business Plan: Company's business plan and financial projections
7. Key Terms of Employment: Terms of employment for key management personnel
8. Deed of Adherence: Template deed for new shareholders joining the agreement
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