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Conversion Agreement
"I need a Conversion Agreement under Malaysian law for converting my tech startup from a private limited company to a public limited company, with completion targeted for March 2025, including specific provisions for employee stock options and intellectual property protection."
1. Parties: Identification of all parties involved in the conversion, including the existing entity and its new form
2. Background: Context of the conversion, including current business structure and reason for conversion
3. Definitions: Definitions of key terms used throughout the agreement
4. Conversion Process: Detailed steps of the conversion process, including timing and requirements
5. Assets and Liabilities: Transfer and treatment of all assets and liabilities in the conversion
6. Consideration: Details of any payment or consideration involved in the conversion
7. Representations and Warranties: Standard representations and warranties from all parties
8. Regulatory Compliance: Compliance requirements and necessary approvals
9. Conditions Precedent: Conditions that must be met before conversion can take effect
10. Effective Date: Specification of when the conversion takes effect
11. Post-Conversion Obligations: Ongoing obligations after the conversion is complete
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction
13. Execution: Signature blocks and execution requirements
1. Employee Matters: Required when employees are affected by the conversion, detailing transfer of employment contracts and benefits
2. Intellectual Property: Required when significant IP assets need to be transferred as part of the conversion
3. Tax Matters: Required when specific tax arrangements or implications need to be addressed
4. Third Party Consents: Required when material contracts or relationships require third party approval for transfer
5. Insurance: Required when specific insurance arrangements need to be transferred or established
6. Dispute Resolution: Optional alternative dispute resolution mechanisms beyond court jurisdiction
7. Confidentiality: Required when sensitive information is involved in the conversion process
1. Schedule 1 - Asset Register: Detailed list of all assets being transferred
2. Schedule 2 - Liabilities Register: Detailed list of all liabilities being transferred
3. Schedule 3 - Contracts Register: List of all contracts to be transferred or novated
4. Schedule 4 - Employee Register: List of employees and their terms of employment (if applicable)
5. Schedule 5 - Intellectual Property Register: Details of all IP rights being transferred (if applicable)
6. Schedule 6 - Required Consents: List of all required regulatory and third-party consents
7. Schedule 7 - Conversion Steps: Detailed timeline and steps for implementing the conversion
8. Appendix A - Forms and Notices: Templates of required statutory forms and notices
Authors
Financial Services
Manufacturing
Technology
Professional Services
Retail
Real Estate
Construction
Healthcare
Education
Transportation
Energy
Agriculture
Mining
Telecommunications
Hospitality
Legal
Finance
Compliance
Corporate Secretarial
Tax
Risk Management
Human Resources
Operations
Business Development
Board of Directors
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Finance Director
Business Development Director
Corporate Restructuring Manager
Tax Manager
Risk Manager
Operations Director
Human Resources Director
Company Director
Board Member
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