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The Standby Equity Distribution Agreement is a strategic financing instrument used when companies require flexible access to equity capital without the immediate dilution of a traditional equity placement. Used extensively in the Malaysian market, this document establishes a framework where an investor commits to purchasing newly issued shares over time, typically triggered by the company's funding needs. The agreement is particularly valuable for growing companies that need reliable access to capital while maintaining control over the timing and size of equity issuances. The document must navigate Malaysian regulatory requirements, including Securities Commission approval processes, listing requirements (if applicable), and corporate law provisions regarding share issuance. It includes detailed mechanisms for pricing, draw-down procedures, conditions precedent, and regulatory compliance obligations.

1. Parties: Identification of the company issuing shares and the investor/purchaser

2. Background: Context of the agreement, including company's financing needs and investor's commitment to provide equity funding

3. Definitions and Interpretation: Key terms used throughout the agreement, including financial terms, regulatory references, and calculation methodologies

4. Commitment and Facility: Details of the equity commitment amount and nature of the facility

5. Pricing Mechanism: Formula and procedures for determining the price of shares for each draw-down

6. Draw-down Procedures: Process and requirements for requesting and executing each draw-down

7. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective and before each draw-down

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Covenants: Ongoing obligations of both parties throughout the agreement term

10. Regulatory Compliance: Obligations regarding securities laws, listing requirements, and other regulatory matters

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

12. Termination: Circumstances and procedures for ending the agreement

13. Confidentiality: Obligations regarding non-disclosure of agreement terms and related information

14. Notices: Procedures for formal communications between parties

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