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Convertible Bond Agreement
"I need a Convertible Bond Agreement for my Malaysian technology startup to issue RM5 million in convertible bonds maturing in March 2025, with a 5% annual interest rate and conversion rights exercisable after 12 months at a 20% discount to the next funding round."
1. Parties: Identification of the Bond Issuer and the Initial Bondholder(s)/Trustee
2. Background: Context of the bond issuance, including corporate authorizations and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Bond Issuance: Terms of the bond issuance, including principal amount, interest rate, and maturity date
5. Interest and Payments: Details of interest calculations, payment dates, and payment mechanics
6. Conversion Rights: Terms and conditions governing the conversion of bonds into shares
7. Conversion Process: Detailed mechanics of how conversion is to be executed
8. Issuer Covenants: Ongoing obligations of the issuer to protect bondholder interests
9. Events of Default: Circumstances constituting default and consequences thereof
10. Representations and Warranties: Key statements of fact and assurances from the issuer
11. Transfer Restrictions: Limitations on transfer of the bonds
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Security: Required if the bonds are secured by any assets or guarantees
2. Trustee Provisions: Required if a bond trustee is appointed to represent bondholders
3. Tax Provisions: Detailed tax clauses if specific tax treatments or gross-up provisions apply
4. Meeting Provisions: Required if bondholders need to make collective decisions
5. Register Provisions: Detailed if a specific register of bondholders needs to be maintained
6. Anti-Dilution Provisions: Protection mechanisms for bondholders against share dilution
7. Force Majeure: Required if specific force majeure events need to be addressed
1. Form of Bond Certificate: Template of the physical or electronic bond certificate
2. Conversion Notice: Form of notice to be used when exercising conversion rights
3. Calculation Methods: Detailed formulae for interest, conversion ratios, and adjustments
4. Corporate Authorizations: Copies of relevant board and shareholder resolutions
5. Security Documents: If secured, details of security arrangements and documents
6. Principal Terms and Conditions: Detailed commercial terms of the bonds
7. Form of Transfer Instrument: Template for transferring the bonds between holders
Authors
Affiliate
Bondholder
Bond Certificate
Business Day
Companies Act
Completion Date
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Default Interest
Event of Default
Exercise Period
Financial Indebtedness
Financial Year
Governing Law
Interest Payment Date
Interest Rate
Issue Date
Issuer
Maturity Date
Material Adverse Effect
Ordinary Shares
Principal Amount
Redemption Amount
Redemption Date
Redemption Notice
Register
Registrar
Security
Security Interest
Securities Commission
Subscription Agreement
Subscription Price
Trading Day
Transaction Documents
Trust Deed
Trustee
Bond Terms
Interest Payments
Conversion Rights
Conversion Process
Anti-dilution
Representations and Warranties
Issuer Covenants
Security
Events of Default
Acceleration
Redemption
Transfer Restrictions
Meetings of Bondholders
Notices
Amendments
Confidentiality
Assignment
Set-off
Force Majeure
Indemnification
Taxation
Governing Law
Dispute Resolution
Severability
Entire Agreement
Counterparts
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Infrastructure
Telecommunications
Consumer Goods
Professional Services
Legal
Finance
Treasury
Corporate Secretarial
Compliance
Risk Management
Corporate Development
Board of Directors
Investment Banking
Capital Markets
Chief Financial Officer
Chief Executive Officer
Finance Director
Corporate Treasurer
Legal Counsel
Company Secretary
Investment Manager
Corporate Finance Manager
Financial Controller
Compliance Officer
Board Director
Investment Banker
Bond Trustee Officer
Securities Lawyer
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