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Continuous Agreement For Future Equity
"I need a Continuous Agreement For Future Equity for my Malaysian technology startup to secure a USD 500,000 investment from a Singapore-based venture capital firm, with a valuation cap of USD 5 million and standard Malaysian law compliance requirements."
1. Parties: Identification of the Company and the Investor(s)
2. Background: Context of the agreement and general intention of the parties
3. Definitions: Key terms used throughout the agreement, including technical and financial terms
4. Purchase and Sale: Terms of the initial investment and purchase price
5. Conversion Rights: Mechanisms and conditions for converting the investment into equity
6. Company Representations: Company's warranties about its legal status, authority, and business condition
7. Investor Representations: Investor's warranties about investment capacity and compliance
8. Information Rights: Investor's rights to receive company information and financial reports
9. Participation Right: Right to participate in future equity financing rounds
10. Company Covenants: Ongoing obligations of the company during the term of the agreement
11. Events of Default: Circumstances constituting default and consequences
12. General Provisions: Standard clauses including governing law, notices, and amendment procedures
1. Board Observer Rights: Grants investor right to attend board meetings - used for larger investments
2. Most Favored Nation: Ensures investor gets best terms offered to future CAFE investors - used when negotiating with early investors
3. Foreign Investment Provisions: Additional provisions required for foreign investors under Malaysian law
4. Drag Along Rights: Forces minority shareholders to join in sale of company - used for larger investments
5. Tag Along Rights: Allows minority investors to join in sale of majority stake - used for investor protection
6. Anti-dilution Protection: Protects investor from dilution in down rounds - used for sophisticated investors
1. Schedule 1: Investment Amount and Conversion Terms: Details of investment amount, valuation cap, discount rate, and conversion mechanics
2. Schedule 2: Company Information: Key corporate details including share capital, directors, and existing shareholders
3. Schedule 3: Form of Conversion Notice: Template for investor to exercise conversion rights
4. Schedule 4: Compliance Certificates: Required certificates and forms under Malaysian law
5. Schedule 5: Pre-emption Rights Procedures: Detailed procedures for exercising pre-emption rights in future rounds
6. Appendix A: Capitalization Table: Current and projected capital structure of the company
Authors
Board
Business Day
Capital Restructuring
Company
Completion
Conversion Notice
Conversion Price
Conversion Rights
Discount Rate
Equity Securities
Event of Default
Financing Round
Governing Law
Investment Amount
Investor
Liquidation Event
Malaysian Ringgit
Material Adverse Change
Notice
Parties
Post-Money Valuation
Pre-Money Valuation
Qualifying Financing Round
Shareholders Agreement
Subscription Rights
Valuation Cap
Warranties
Working Day
Companies Act
Securities Commission
Share Capital
Constitution
Directors
Financial Year
Intellectual Property Rights
Investment Date
Material Contract
Ordinary Shares
Permitted Transfer
Related Corporation
Reserved Matters
Securities Laws
Investment Terms
Purchase and Sale
Conversion Rights
Valuation Cap
Discount Rate
Most Favored Nation
Representations and Warranties
Company Covenants
Information Rights
Participation Rights
Pre-emptive Rights
Board Rights
Confidentiality
Non-Disclosure
Assignment
Termination
Events of Default
Notices
Governing Law
Dispute Resolution
Amendment
Entire Agreement
Severability
Force Majeure
Further Assurance
Costs
Counterparts
Compliance with Law
Anti-Money Laundering
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Liquidation Preference
Exit Rights
Investment Protection
Voting Rights
Financial Reporting
Due Diligence
Indemnification
Technology
Financial Services
E-commerce
Healthcare Technology
Biotechnology
Software Development
Digital Services
Renewable Energy
Consumer Technology
Industrial Technology
Fintech
Artificial Intelligence
Internet of Things
Clean Technology
Digital Healthcare
Legal
Finance
Corporate Development
Investment
Compliance
Executive Leadership
Corporate Secretary
Business Development
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Investment Manager
Venture Capital Associate
Corporate Lawyer
Investment Director
Startup Founder
Company Secretary
Business Development Director
Angel Investor
Finance Director
Compliance Officer
Corporate Development Manager
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