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Convertible Bond Agreement
"Need a Convertible Bond Agreement for our Series A funding round where we're raising SGD 5 million from a Singapore-based venture capital firm, with a 5% interest rate and automatic conversion upon IPO or Series B funding."
1. Parties: Identifies the issuer and bondholder(s)
2. Background: Context of the bond issuance and purpose
3. Definitions: Key terms used throughout the agreement
4. Bond Terms: Principal amount, interest rate, maturity date, and payment terms
5. Conversion Rights: Terms and conditions for converting bonds to shares
6. Events of Default: Circumstances constituting default and remedies
7. Representations and Warranties: Statements of fact by the issuer
8. Covenants: Ongoing obligations of the issuer
9. Meetings of Bondholders: Procedures for bondholder meetings and collective decisions
10. Notices: Communication procedures between parties
11. Governing Law and Jurisdiction: Specification of Singapore law and jurisdiction
1. Security: Terms of any collateral or security (used when the bonds are secured)
2. Transferability Restrictions: Specific restrictions on transfer of bonds (used when transfer restrictions are required)
3. Tag-Along Rights: Rights of bondholders in case of share sale (used for early-stage companies or upon investor request)
4. Anti-dilution Provisions: Protections against dilution of conversion rights (used when specifically requested by investors)
5. Subordination: Terms of subordination to other debt (used when there is senior debt)
1. Form of Conversion Notice: Template for bondholders to exercise conversion rights
2. Calculation of Conversion Price: Formula and mechanisms for determining conversion price
3. Form of Bond Certificate: Template of the physical bond certificate if applicable
4. Corporate Authorizations: Relevant board and shareholder resolutions
5. Details of Existing Security: Schedule of any existing security interests or encumbrances
6. Form of Transfer Instrument: Template for transferring the bonds
Authors
Anti-Dilution Rights
Bondholder
Business Day
Change of Control
Closing Date
Completion
Conditions Precedent
Confidential Information
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Encumbrance
Event of Default
Existing Shareholders
Financial Indebtedness
Interest Payment Date
Interest Rate
Issue Date
Maturity Date
Principal Amount
Qualifying IPO
Related Party
Relevant Indebtedness
Security
Share Capital
Subscription Amount
Subscription Price
Subsidiary
Tax
Transaction Documents
Valuation
Warranties
Interest Payments
Repayment
Conversion Rights
Anti-Dilution Protection
Security
Representations and Warranties
Covenants
Events of Default
Redemption Rights
Tag-Along Rights
Information Rights
Transferability
Confidentiality
Board Observation Rights
Pre-emptive Rights
Most Favored Nation
Expenses
Indemnification
Notices
Assignment
Amendments
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Further Assurance
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