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Convertible Debt Agreement Template for Malaysia

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Key Requirements PROMPT example:

Convertible Debt Agreement

"I need a Convertible Debt Agreement for my Malaysian technology startup to secure RM 2 million in funding from a venture capital firm, with a 20% discount rate on conversion and a valuation cap of RM 20 million, with the investment to be completed by March 2025."

Document background
The Convertible Debt Agreement is a crucial financing instrument in the Malaysian business landscape, particularly utilized by growth companies and startups seeking flexible funding options. This document is employed when a company wishes to raise capital without immediately setting a firm valuation, typically during bridge financing rounds or when traditional equity investment may be premature. The agreement comprehensively covers the debt instrument's terms, including principal amount, interest rate, maturity date, conversion triggers, and price mechanisms, while ensuring compliance with Malaysian regulatory requirements including the Companies Act 2016 and securities regulations. It provides investors with the security of debt with the upside potential of equity, while giving companies the flexibility to defer valuation discussions and maintain current control structures until a future funding round or milestone.
Suggested Sections

1. Parties: Identifies the company (borrower), the lender(s), and any other relevant parties to the agreement

2. Background: Provides context for the convertible debt issuance and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Loan Amount and Issuance: Specifies the principal amount, issuance date, and disbursement terms

5. Interest: Details the interest rate, calculation method, and payment terms

6. Maturity and Repayment: Specifies the maturity date and repayment obligations

7. Conversion Rights: Details the right to convert the debt into equity, including timing and procedures

8. Conversion Price and Mechanics: Specifies how the conversion price is determined and the mechanical process of conversion

9. Company Representations and Warranties: Company's statements about its legal status, authority, and business condition

10. Investor Representations and Warranties: Investor's statements about their investment capacity and understanding

11. Company Covenants: Ongoing obligations of the company during the term of the debt

12. Events of Default: Circumstances that constitute default and consequences thereof

13. Notices: Communication requirements and contact details

14. Assignment and Transfer: Terms governing the transfer of the convertible debt

15. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability

Optional Sections

1. Security: Include when the convertible debt is secured by company assets

2. Subordination: Include when the debt needs to be subordinated to other company debt

3. Information Rights: Include when investors require specific information access rights

4. Board Observer Rights: Include when investors are granted board observation rights

5. Most Favored Nation: Include to protect investors if better terms are offered in future convertible debt rounds

6. Pre-emptive Rights: Include when investors are granted rights to participate in future funding rounds

7. Tag-Along Rights: Include when investors are granted co-sale rights upon conversion

8. Anti-dilution Protection: Include specific anti-dilution provisions beyond standard conversion adjustments

9. Change of Control: Include specific provisions for company sale or change of control

Suggested Schedules

1. Schedule 1 - Conversion Terms: Detailed terms and calculations for conversion price and adjustments

2. Schedule 2 - Form of Conversion Notice: Standard form for exercising conversion rights

3. Schedule 3 - Company Information: Key company details including capitalization table and corporate information

4. Schedule 4 - Warranties: Detailed list of company warranties

5. Schedule 5 - Calculation of Interest: Detailed interest calculation methods and examples

6. Schedule 6 - Permitted Transfers: List of conditions and requirements for permitted transfers of the convertible debt

7. Appendix A - Required Corporate Approvals: List of corporate and regulatory approvals required for the agreement

8. Appendix B - Form of Shareholders' Agreement: Draft terms of shareholders' agreement applicable upon conversion

Authors

Alex Denne

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

Relevant legal definitions



































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Relevant Industries

Technology

Startups

Financial Services

E-commerce

Healthcare

Biotechnology

Renewable Energy

Software Development

Manufacturing

Consumer Products

Professional Services

Real Estate

Education Technology

Digital Media

Transportation

Relevant Teams

Legal

Finance

Treasury

Corporate Secretarial

Compliance

Risk Management

Executive Leadership

Investment

Corporate Development

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Finance Director

Legal Counsel

Company Secretary

Investment Manager

Venture Capital Partner

Corporate Lawyer

Financial Controller

Treasury Manager

Board Director

Investment Analyst

Due Diligence Officer

Compliance Officer

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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