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Co Investment Agreement
"I need a Co-Investment Agreement under Malaysian law for a venture capital investment where three international investors will jointly invest RM 10 million in a Malaysian technology startup, with completion planned for March 2025."
1. Parties: Identification of all co-investors and the target company/investment vehicle
2. Background: Context of the investment opportunity and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Investment Structure: Details of the investment amount, shareholding structure, and investment mechanics
5. Conditions Precedent: Conditions that must be satisfied before the investment is completed
6. Completion: Process and requirements for completing the investment
7. Representations and Warranties: Standard representations and warranties from all parties
8. Management and Control: Governance structure, board composition, and decision-making processes
9. Reserved Matters: Decisions requiring special approval from co-investors
10. Information Rights: Rights of investors to receive financial and operational information
11. Transfer Restrictions: Limitations on transfer of shares and investment interests
12. Exit Rights: Mechanisms for investors to exit the investment
13. Term and Termination: Duration of the agreement and termination provisions
14. Confidentiality: Protection of confidential information
15. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Tag-Along Rights: Used when investors want the right to join in any sale by other investors
2. Drag-Along Rights: Used when majority investors want the right to force minority investors to join in a sale
3. Anti-Dilution Protection: Include when investors require protection against future down rounds
4. Foreign Investment Provisions: Required when foreign investors are involved, addressing specific regulatory requirements
5. Industry-Specific Provisions: Include when the investment involves regulated industries or specific sector requirements
6. Shareholder Loans: Include when the investment structure includes shareholder loans in addition to equity
7. Expert Determination: Used when specific technical or financial matters may require expert determination
8. Environmental, Social and Governance (ESG): Include when investors have specific ESG requirements or reporting needs
1. Schedule 1 - Investment Details: Detailed breakdown of investment amounts, shareholding percentages, and payment terms
2. Schedule 2 - Conditions Precedent: Detailed list of all conditions that must be satisfied before completion
3. Schedule 3 - Completion Requirements: Specific documents and actions required at completion
4. Schedule 4 - Reserved Matters: Comprehensive list of decisions requiring special approval
5. Schedule 5 - Business Plan: Initial business plan and key performance indicators
6. Schedule 6 - Form of Deed of Adherence: Template for new investors joining the agreement
7. Schedule 7 - Warranties: Detailed warranties given by the parties
8. Appendix A - Corporate Structure Chart: Diagram showing the corporate structure pre and post-investment
9. Appendix B - Valuation Methodology: Agreed methods for valuing the investment for various purposes
Authors
Agreement
Board
Business
Business Day
Business Plan
Call Option
Capital Contribution
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Control
Deed of Adherence
Directors
Encumbrance
Event of Default
Exercise Notice
Exit Event
Fair Market Value
Financial Year
Group
Investment Amount
Investment Period
Investment Vehicle
Investor Director
Key Management
Lead Investor
Management Accounts
Material Adverse Change
New Securities
Ordinary Resolution
Original Investor
Parties
Permitted Transferee
Pro Rata Share
Put Option
Reserved Matters
Ringgit Malaysia
Securities Commission
Shares
Share Capital
Shareholder
Special Resolution
Subscription Price
Tag-Along Notice
Tag-Along Right
Target Company
Transfer
Valuation
Warranties
Recitals
Definitions
Investment Structure
Capital Contributions
Conditions Precedent
Completion
Representations and Warranties
Board Composition
Management Rights
Reserved Matters
Information Rights
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Exit Rights
Put Option
Call Option
Share Valuation
Confidentiality
Non-Competition
Non-Solicitation
Default
Termination
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Counterparts
Private Equity
Venture Capital
Real Estate
Technology
Financial Services
Infrastructure
Healthcare
Manufacturing
Renewable Energy
E-commerce
Agriculture
Education
Transportation
Telecommunications
Legal
Finance
Investment
Corporate Development
Compliance
Risk Management
Operations
Company Secretarial
Strategy
Treasury
Mergers and Acquisitions
Portfolio Management
Chief Executive Officer
Chief Financial Officer
Chief Investment Officer
Investment Director
Legal Counsel
Corporate Lawyer
Investment Manager
Fund Manager
Private Equity Manager
Venture Capital Manager
Director of Operations
Company Secretary
Compliance Officer
Risk Manager
Portfolio Manager
Managing Partner
Investment Analyst
Corporate Development Director
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