Investment Commitment Agreement for Malaysia

Investment Commitment Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that formalizes the terms and conditions of an investment commitment between investors and a recipient company. This document outlines the investment amount, payment terms, conditions precedent, representations and warranties, and post-investment obligations. It incorporates relevant requirements under Malaysian securities laws, companies regulations, and foreign investment guidelines where applicable. The agreement provides mechanisms for completion of the investment, ongoing compliance requirements, and protection of both investors' and company's interests within the Malaysian legal framework.

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What is a Investment Commitment Agreement?

The Investment Commitment Agreement is a crucial document used in Malaysian investment transactions to formalize and document the terms of capital investment in a company. It is particularly relevant in scenarios involving substantial investments, whether from domestic or international investors, and requires careful consideration of Malaysian regulatory requirements, including those under the Capital Markets and Services Act 2007 and Companies Act 2016. This agreement typically includes detailed provisions on investment structure, conditions precedent, completion mechanics, and post-completion obligations. It serves as a foundational document that protects both the investor's interests and the recipient company's operational flexibility, while ensuring compliance with Malaysian securities laws and foreign investment regulations where applicable. The agreement is essential for any significant investment transaction in Malaysia, providing clarity on rights, obligations, and governance arrangements between the parties.

What sections should be included in a Investment Commitment Agreement?

1. Parties: Identification of the investor(s) and investee company, including registration details and addresses

2. Background: Context of the investment, brief description of the business, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Investment Commitment: Details of the investment amount, payment terms, and conditions precedent

5. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and business condition

6. Conditions Precedent: Prerequisites that must be satisfied before the investment commitment becomes effective

7. Completion Mechanics: Process and requirements for completing the investment transaction

8. Post-Completion Obligations: Ongoing obligations of both parties after the investment is completed

9. Regulatory Compliance: Compliance requirements under Malaysian law, including securities regulations and foreign investment rules

10. Confidentiality: Obligations regarding the protection of confidential information

11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

12. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution

What sections are optional to include in a Investment Commitment Agreement?

1. Anti-Dilution Rights: Protection for investors against dilution of their investment, used when there's potential for future funding rounds

2. Board Representation: Rights of the investor to appoint board members, included when the investment size warrants board participation

3. Tag-Along Rights: Right of the investor to join in the sale of shares by other shareholders, included for minority investor protection

4. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in the sale of shares, included for majority shareholder flexibility

5. Performance Targets: Specific business performance requirements, included when the investment is contingent on achieving certain milestones

6. Security Arrangements: Details of any security or collateral for the investment, included when the investment is secured

7. Foreign Investment Provisions: Additional provisions required for foreign investors, included when the investor is not Malaysian

8. Exit Mechanisms: Specific provisions regarding exit options, included when parties want to pre-agree exit strategies

What schedules should be included in a Investment Commitment Agreement?

1. Investment Details: Detailed breakdown of the investment amount, valuation, and share allocation

2. Conditions Precedent Checklist: List of all conditions that must be satisfied before completion

3. Completion Checklist: List of all documents and actions required at completion

4. Warranties: Detailed warranties given by the company and existing shareholders

5. Company Information: Details of the company's corporate structure, subsidiaries, and material contracts

6. Business Plan: Detailed business plan and financial projections

7. Key Performance Indicators: Specific performance metrics and targets

8. Forms of Ancillary Documents: Template forms for share certificates, board resolutions, and other required documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Energy

Infrastructure

E-commerce

Agriculture

Education

Telecommunications

Green Technology

Biotechnology

Digital Services

Logistics

Relevant Teams

Legal

Finance

Investment

Compliance

Corporate Development

Risk Management

Business Development

Corporate Secretarial

Executive Leadership

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Investment Manager

Finance Director

Company Secretary

Compliance Officer

Business Development Director

Portfolio Manager

Managing Partner

Investment Analyst

Legal Counsel

Risk Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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