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Convertible Bond Subscription Agreement
"Need a Convertible Bond Subscription Agreement for our Series B funding round, where we're issuing SGD 5 million in convertible bonds to three institutional investors, with a 5% interest rate and conversion rights exercisable from January 2025."
1. Parties: Identification of the issuer and subscriber(s)
2. Background: Context of the bond issuance and purpose
3. Definitions: Key terms used throughout the agreement
4. Subscription: Terms of subscription including amount, price, and closing conditions
5. Bond Terms: Interest rate, maturity, repayment terms
6. Conversion Rights: Conversion mechanism, price, and timing
7. Representations and Warranties: Standard assurances from both parties
8. Events of Default: Circumstances constituting default and consequences
1. Security: Details of security arrangement when bonds are secured by assets
2. Transferability: Restrictions on transfer of bonds when transfer limitations are required
3. Tag-Along Rights: Rights of bondholders in case of share sale, typically requested by institutional investors
1. Form of Bond Certificate: Template of the physical bond certificate
2. Conversion Notice: Form to be used when exercising conversion rights
3. Corporate Authorizations: Copies of relevant board and shareholder resolutions
4. Term Sheet: Summary of key commercial terms
5. Disclosure Schedule: Exceptions to representations and warranties
Authors
Anti-Dilution Adjustments
Bondholder
Bonds
Business Day
Change of Control
Closing
Closing Date
Conditions Precedent
Confidential Information
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Event of Default
Encumbrance
Financial Indebtedness
Group
Interest Payment Date
Interest Rate
Issue Date
Issuer
Material Adverse Effect
Maturity Date
Ordinary Shares
Permitted Security Interest
Principal Amount
Redemption Amount
Redemption Date
Relevant Exchange Rate
Security
SGX-ST
Subscription Amount
Subscriber
Subsidiary
Tax
Transaction Documents
Issue of Bonds
Status and Ranking
Interest
Repayment and Redemption
Conversion Rights
Anti-Dilution Protection
Representations and Warranties
Covenants
Events of Default
Transferability
Security
Information Rights
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Assignment
Notices
Further Assurance
Costs and Expenses
Amendments
Waiver
Severability
Entire Agreement
Counterparts
Governing Law
Dispute Resolution
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