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Convertible Loan Stock Agreement
"Need a Convertible Loan Stock Agreement for our Singapore-based fintech startup to secure SGD 5 million funding from three institutional investors, with conversion rights exercisable after January 2025 at a 20% discount to the next funding round valuation."
1. Parties: Identification of the issuing company and the loan stockholder(s)
2. Background: Context of the convertible loan stock issuance and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Issue and Subscription: Terms of issue, subscription amount, and payment details
5. Interest: Interest rate, calculation method, and payment terms
6. Conversion Rights: Terms and conditions for converting loan stock to shares
7. Redemption: Terms for redemption of the loan stock
8. Company Covenants: Obligations and undertakings of the issuing company
9. Events of Default: Circumstances constituting default and consequences
1. Security: Details of any security or collateral if the loan stock is secured
2. Transferability: Terms for transferring the loan stock when transfer rights need to be restricted or specified
3. Tag-Along Rights: Rights of stockholders to join in sale of shares when minority investor protection is required
4. Anti-dilution Provisions: Protection against dilution of conversion rights when requested by sophisticated investors
1. Form of Conversion Notice: Standard form for exercising conversion rights
2. Conversion Terms: Detailed mechanics of conversion, including formula
3. Certificate of Loan Stock: Form of certificate evidencing the loan stock
4. Company Information: Key corporate details and financial information
5. Shareholders' Agreement: Terms applicable post-conversion when new shareholders' rights need to be defined
Authors
Business Day
Certificate
Company
Completion
Completion Date
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Directors
Event of Default
Extraordinary Resolution
Financial Indebtedness
Group
Interest Payment Date
Interest Rate
Issue Date
Loan Stock
Loan Stockholders
Maturity Date
Ordinary Shares
Paying Agent
Principal Amount
Redemption Amount
Redemption Date
Redemption Notice
Register
Registrar
Security
Security Documents
SGX-ST
Specified Events
Subscription Agreement
Subscription Amount
Subsidiary
Transfer
Trust Deed
Trustee
Status and Form
Interest
Conversion Rights
Conversion Price Adjustments
Anti-dilution Protection
Redemption
Security
Representations and Warranties
Company Covenants
Financial Covenants
Negative Pledge
Events of Default
Enforcement
Transferability
Notices
Meetings of Stockholders
Amendments and Modifications
Confidentiality
Assignment
Further Assurance
Costs and Expenses
Governing Law
Dispute Resolution
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Information Rights
Voting Rights
Registration Rights
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