The Convertible Note Purchase Agreement is a crucial financing instrument commonly used by Malaysian companies, particularly startups and growth-stage businesses, to secure early-stage or bridge funding. This document is typically employed when a company needs to raise capital but either wants to defer equity valuation or seeks a more flexible financing structure than immediate equity investment. The agreement must comply with Malaysian corporate and securities laws, including the Companies Act 2016 and Capital Markets and Services Act 2007. It contains essential provisions for the issuance of convertible notes, including investment terms, conversion rights, investor protections, and compliance with local regulatory requirements. The document is particularly relevant for companies planning future equity financing rounds, as it provides a pathway for note conversion into equity at predetermined terms or upon qualifying events.
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1. Parties: Identification of the Company (Issuer), Investor(s), and any other relevant parties
2. Background: Context of the investment and purpose of the agreement
3. Definitions and Interpretation: Key terms, calculation methods, and interpretation rules
4. Purchase and Sale of Notes: Terms of the note purchase, including purchase price and closing mechanics
5. The Notes: Detailed description of the notes, including principal amount, interest rate, and maturity date
6. Conversion Rights: Terms and mechanics of conversion, including conversion price, timing, and procedures
7. Repayment Terms: Conditions and procedures for repayment of the notes
8. Company Covenants: Ongoing obligations of the company during the term of the notes
9. Events of Default: Circumstances constituting default and consequences
10. Representations and Warranties: Standard representations by both company and investors
11. Information Rights: Investor rights to receive company information and financial statements
12. Confidentiality: Provisions regarding confidential information
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Board Observer Rights: Include when investors are granted rights to observe board meetings
2. Pre-emptive Rights: Include when investors are given rights to participate in future fundraising
3. Tag-Along Rights: Include when investors are given right to join in sale of company shares
4. Foreign Investment Provisions: Include when there are foreign investors requiring compliance with Malaysian foreign investment laws
5. Security Provisions: Include when the notes are secured by company assets
6. Subordination: Include when there are existing creditors requiring subordination arrangements
7. Most Favored Nation: Include when investors should benefit from better terms given to future investors
1. Schedule 1: Form of Note: Template of the actual convertible note certificate
2. Schedule 2: Conversion Mechanics: Detailed procedures and calculations for conversion
3. Schedule 3: Capitalization Table: Current and post-conversion capitalization of the company
4. Schedule 4: Company Disclosure Schedule: Exceptions to representations and warranties
5. Schedule 5: Registration Rights: Terms for registration of converted shares
6. Schedule 6: Technical Description of IP: Description of key intellectual property if relevant to valuation
7. Appendix A: Form of Conversion Notice: Template notice for exercising conversion rights
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