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Standby Equity Distribution Agreement
"I need a Standby Equity Distribution Agreement for an ASX-listed mining company, with a facility amount of AUD 50 million and quarterly drawdown options starting from March 2025, including specific provisions for environmental compliance and FIRB approval requirements."
1. Parties: Identification of the company and the investor/distributor
2. Background: Context of the agreement and summary of the arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Facility Establishment: Terms establishing the equity distribution facility and its overall size
5. Advance Request Mechanism: Procedures for requesting advances under the facility
6. Pricing Mechanism: Formula and methodology for determining the price of shares to be issued
7. Conditions Precedent: Conditions that must be satisfied before the facility becomes operational
8. Representations and Warranties: Standard and specific warranties from both parties
9. Company Undertakings: Ongoing obligations of the company during the facility term
10. Investor Undertakings: Ongoing obligations of the investor during the facility term
11. Issue of Shares: Mechanics for the issuance and delivery of shares
12. Termination: Circumstances under which the agreement can be terminated
13. Confidentiality: Obligations regarding confidential information
14. Notices: Process for giving formal notices under the agreement
15. General Provisions: Standard boilerplate provisions including governing law, assignment, and amendments
1. Security Arrangements: Required if any security is to be provided for the facility
2. Market Making Provisions: Include if the investor will provide market making services
3. Foreign Investment Provisions: Required if the investor is a foreign entity subject to FIRB approval
4. Anti-Dilution Protection: Optional protection for the investor against dilution from other capital raising
5. Shareholder Approval Mechanism: Required if company needs shareholder approval for share issuance
6. Broker/Intermediary Provisions: Include if a broker or intermediary is involved in the arrangement
7. Registration Rights: Include if shares need to be registered in foreign jurisdictions
8. Competing Capital Raising Restrictions: Optional restrictions on other capital raising during the facility term
1. Advance Request Form: Template form for making advance requests under the facility
2. Pricing Calculation Examples: Detailed examples of how the pricing mechanism works
3. Conditions Precedent Documents: List of required documents and conditions to be satisfied
4. Warranties Schedule: Detailed list of representations and warranties
5. Share Issue Notice: Template for notices relating to share issuance
6. Compliance Certificate: Template for ongoing compliance certification
7. ASX Announcements: Templates for required ASX announcements
8. Required Regulatory Approvals: List of required regulatory approvals and status
Authors
Advance Amount
Advance Notice
Advance Request
ASX
ASX Listing Rules
Available Amount
Business Day
Calculation Period
Closing Date
Commencement Date
Commitment Amount
Commitment Period
Company Announcement
Completion
Conditions Precedent
Confidential Information
Corporations Act
Default Event
Disclosure Documents
Drawdown
Effective Date
Eligible Share
Encumbrance
Event of Default
Facility
Facility Amount
FIRB
Government Agency
GST
Inside Information
Issue Price
Market Price
Material Adverse Effect
Maximum Advance Amount
Minimum Price
Notice
Ordinary Shares
Permitted Issue
Placement Capacity
Pricing Period
Regulatory Approval
Related Body Corporate
Relevant Interest
Settlement Date
Share
Shareholder Approval
Subscription Price
Trading Day
Trading Price
VWAP
Warrant
Facility Establishment
Advance Requests
Pricing Mechanism
Share Issuance
Conditions Precedent
Representations and Warranties
Company Undertakings
Investor Undertakings
Regulatory Compliance
Anti-Dilution Protection
Market Disclosure
Confidentiality
Termination Rights
Events of Default
Remedies
Assignment
Notices
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Amendment and Waiver
Severability
Entire Agreement
Counterparts
Security
Shareholder Approval
Due Diligence
Indemnification
Mining and Resources
Technology
Biotechnology
Renewable Energy
Infrastructure
Healthcare
Financial Services
Real Estate
Manufacturing
Research and Development
Legal
Finance
Corporate Development
Treasury
Investor Relations
Compliance
Risk Management
Board Secretariat
Executive Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Company Secretary
Finance Director
Corporate Development Manager
Treasury Manager
Investment Relations Manager
Legal Counsel
Corporate Finance Manager
Board Director
Compliance Officer
Risk Manager
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