The Preferred Stock Purchase Agreement is a crucial document used in Malaysian corporate transactions when a company seeks to raise capital by issuing preferred shares to investors. This agreement is particularly common in venture capital and private equity investments, where investors require certain preferential rights and protections. The document must comply with Malaysian Companies Act 2016 and relevant securities regulations, making it essential for both domestic and international investment transactions in Malaysia. It comprehensively covers share purchase terms, investor rights, company obligations, and closing conditions, while incorporating specific Malaysian legal requirements and market practices. The agreement typically includes detailed provisions on dividend rights, liquidation preferences, anti-dilution protection, and governance rights, making it a fundamental tool for structuring sophisticated investment transactions in the Malaysian market.
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1. Parties: Identification of the Company and the Purchaser(s)
2. Background: Context of the transaction and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Purchase and Sale of Preferred Stock: Core transaction terms including number of shares, price per share, and aggregate purchase price
5. Closing; Delivery: Timing and mechanics of the transaction closing
6. Representations and Warranties of the Company: Company's statements about its business, financial condition, and authority to enter into the transaction
7. Representations and Warranties of the Purchaser: Purchaser's statements about their authority and eligibility to invest
8. Covenants: Ongoing obligations of the parties
9. Rights, Preferences and Privileges: Specific rights attached to the preferred shares including dividend rights, liquidation preferences, and voting rights
10. Conditions to Closing: Prerequisites that must be satisfied before the transaction can close
11. Miscellaneous: Standard legal provisions including governing law, notices, amendments, and counterparts
1. Anti-dilution Protection: Provisions protecting preferred stockholders from dilution in future rounds
2. Conversion Rights: Terms governing conversion of preferred stock to common stock
3. Registration Rights: Rights related to future public offerings or stock registration
4. Board Representation: Rights of preferred stockholders to appoint board members
5. Preemptive Rights: Rights to participate in future financing rounds
6. Tag-Along Rights: Rights to participate in sales by other shareholders
7. Drag-Along Rights: Ability to force other shareholders to join in a sale
8. Information Rights: Rights to receive financial and other company information
1. Schedule A - Schedule of Purchasers: List of purchasers with their respective investment amounts and share allocations
2. Schedule B - Company Capitalization: Detailed breakdown of company's capital structure pre- and post-investment
3. Schedule C - Rights, Preferences and Privileges: Detailed terms of the preferred stock
4. Schedule D - Company Disclosure Schedule: Exceptions to company representations and warranties
5. Appendix 1 - Form of Legal Opinion: Template for legal opinion to be delivered at closing
6. Appendix 2 - Form of Directors' Resolution: Template for board approval of the transaction
7. Appendix 3 - Form of Shareholders' Resolution: Template for any required shareholder approvals
8. Appendix 4 - Compliance Certificate: Form certifying compliance with closing conditions
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