A Share Allotment Agreement is a crucial document used when a Malaysian company issues new shares to investors or other subscribers. This agreement is essential for compliance with the Companies Act 2016 and Malaysian securities laws, providing a legally binding framework for the share issuance process. It is commonly used in various scenarios including capital raising, employee share schemes, strategic investments, and corporate restructuring. The document captures all essential terms of the share issuance including pricing, rights attached to shares, conditions precedent, and completion requirements. It provides protection for both the issuing company and subscribers by clearly defining their respective rights and obligations, ensuring regulatory compliance, and establishing a clear process for the share allotment transaction.
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1. Parties: Identification of the company issuing shares and the subscriber(s)
2. Background: Recitals explaining the context of the share allotment and the company's authority to issue shares
3. Definitions and Interpretation: Definitions of key terms and interpretation clauses
4. Agreement to Allot and Subscribe: Core agreement for the company to allot and the subscriber to subscribe for the shares
5. Consideration: Details of the subscription price and payment terms
6. Conditions Precedent: Conditions that must be satisfied before the share allotment becomes effective
7. Completion: Mechanics and timing of the completion of the share allotment
8. Company's Representations and Warranties: Company's warranties regarding its authority, share capital, and business
9. Subscriber's Representations and Warranties: Subscriber's warranties regarding capacity and authority to subscribe
10. Covenants: Pre-completion and post-completion obligations of the parties
11. Termination: Circumstances under which the agreement may be terminated
12. Notices: Process for serving notices between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Multiple Tranches: Section detailing the structure and conditions for multiple tranches of share allotment
2. Share Rights: Detailed description of any special rights attached to the shares being allotted
3. Anti-Dilution Protection: Provisions protecting subscriber from future dilution of shareholding
4. Board Appointment Rights: Rights of the subscriber to appoint directors post-allotment
5. Tag-Along Rights: Rights of the subscriber to participate in future share sales
6. Drag-Along Rights: Rights to require the subscriber to sell shares in certain circumstances
7. Non-Competition and Non-Solicitation: Restrictions on competitive activities, if subscriber is strategic investor
8. Confidentiality: Detailed confidentiality provisions if not covered in general provisions
1. Details of the Company: Company registration details, share capital structure, and existing shareholders
2. Details of the Shares: Specific details of shares being allotted including class, rights, and nominal value
3. Conditions Precedent Documents: List of documents required to satisfy conditions precedent
4. Completion Documents: Forms and documents required at completion
5. Form of Board Resolutions: Pro-forma board resolutions approving the share allotment
6. Form of Share Certificate: Pro-forma share certificate to be issued
7. Warranties: Detailed list of warranties given by the company and/or subscriber
8. Deed of Adherence: Form of deed to be signed by subscriber to adhere to shareholders' agreement, if applicable
Relevant legal definitions
Agreement
Allotment Date
Board
Business Day
Company
Companies Act
Completion
Completion Date
Conditions Precedent
Constitution
Consideration
Directors
Encumbrance
Existing Shares
Long Stop Date
Material Adverse Change
New Shares
Ringgit Malaysia
Securities Commission
Share Certificate
Shareholders Agreement
Subscription Price
Subscriber
Subscription Shares
Warranties
Allotment Date
Board
Business Day
Company
Companies Act
Completion
Completion Date
Conditions Precedent
Constitution
Consideration
Directors
Encumbrance
Existing Shares
Long Stop Date
Material Adverse Change
New Shares
Ringgit Malaysia
Securities Commission
Share Certificate
Shareholders Agreement
Subscription Price
Subscriber
Subscription Shares
Warranties
Clauses
Share Allotment
Subscription
Payment
Conditions Precedent
Completion
Representations and Warranties
Pre-Completion Obligations
Post-Completion Obligations
Board Appointment
Confidentiality
Share Rights
Anti-Dilution
Tag Along
Drag Along
Restrictive Covenants
Termination
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Waiver
Costs
Further Assurance
Counterparts
Subscription
Payment
Conditions Precedent
Completion
Representations and Warranties
Pre-Completion Obligations
Post-Completion Obligations
Board Appointment
Confidentiality
Share Rights
Anti-Dilution
Tag Along
Drag Along
Restrictive Covenants
Termination
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Waiver
Costs
Further Assurance
Counterparts
Relevant Industries
Technology
Financial Services
Manufacturing
Real Estate
Healthcare
Retail
Energy
Transportation
Telecommunications
Professional Services
Agriculture
Education
Construction
Mining
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Corporate Development
Investment
Board of Directors
Executive Management
Corporate Finance
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Finance Director
Compliance Officer
Corporate Finance Manager
Board Director
Investment Banker
Private Equity Manager
Venture Capital Manager
Financial Controller
Corporate Development Manager
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