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Preferred Stock Subscription Agreement
"I need a Preferred Stock Subscription Agreement for my Malaysian technology startup to issue Series A preferred shares worth RM 5 million to a venture capital investor, with standard anti-dilution protection and board representation rights."
1. Parties: Identification of the company issuing preferred stock and the investor(s) subscribing to the shares
2. Background: Context of the transaction, including company's current status and purpose of the preferred stock issuance
3. Definitions: Key terms used throughout the agreement
4. Subscription and Issue: Details of the preferred shares being issued, including number, class, and price per share
5. Consideration: Payment terms and method for the preferred shares
6. Closing: Conditions precedent, closing mechanics, and timing
7. Representations and Warranties of the Company: Company's statements about its legal status, authority, and business condition
8. Representations and Warranties of the Investor: Investor's statements about their authority and capacity to invest
9. Preferred Share Rights: Special rights attached to preferred shares including dividend rights, liquidation preference, and conversion rights
10. Covenants: Ongoing obligations of the company and/or investors
11. Events of Default: Circumstances constituting default and consequences
12. Termination: Conditions and process for terminating the agreement
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
1. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds, included when negotiated by investors
2. Board Representation: Rights of preferred shareholders to appoint directors, included when investors require board seats
3. Information Rights: Specific rights to receive company information and reports, included for sophisticated investors
4. Tag-Along Rights: Rights to join in sale of shares by other shareholders, included for minority investor protection
5. Drag-Along Rights: Rights to force minority shareholders to join in a sale, included when requested by lead investors
6. Pre-emptive Rights: Rights to participate in future share issuances, included when investors want protection against dilution
7. Registration Rights: Rights related to future public offerings, included when IPO is contemplated
1. Schedule 1 - Share Capital Structure: Details of the company's current share capital structure and post-investment cap table
2. Schedule 2 - Particulars of the Company: Detailed corporate information including registration details, directors, and officers
3. Schedule 3 - Terms of Preferred Shares: Detailed terms and conditions attached to the preferred shares
4. Schedule 4 - Warranties: Detailed list of company warranties
5. Schedule 5 - Conditions Precedent: List of conditions to be satisfied before closing
6. Schedule 6 - Closing Deliverables: List of documents and items to be delivered at closing
7. Appendix A - Form of Directors' Resolution: Template for board resolution approving the share issuance
8. Appendix B - Form of Shareholders' Resolution: Template for shareholders' resolution if required
9. Appendix C - Disclosure Letter: Company's disclosures against the warranties
Authors
Technology
Healthcare
Financial Services
E-commerce
Manufacturing
Renewable Energy
Biotechnology
Real Estate
Consumer Goods
Software and IT
Transportation and Logistics
Education Technology
Agriculture Technology
Digital Media
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Investment
Corporate Secretarial
Board of Directors
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Investment Director
Venture Capital Partner
Private Equity Manager
Corporate Lawyer
Investment Banker
Financial Controller
Compliance Officer
Board Director
Managing Director
Investment Manager
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