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Standby Equity Distribution Agreement
"Need a Standby Equity Distribution Agreement for our Singapore-listed technology company to secure flexible funding of up to SGD 50 million from Alpha Investment Partners, with quarterly draw-down options starting from March 2025."
1. Parties: Identification of the company and the investor(s)
2. Background: Context of the agreement and basic premises
3. Definitions: Key terms used throughout the agreement
4. Facility Amount and Term: Total commitment amount and duration of the facility
5. Draw Down Mechanics: Process and conditions for requesting equity investments
6. Pricing Mechanism: Formula for determining share price for each draw down
7. Conditions Precedent: Requirements to be met before facility becomes effective
8. Representations and Warranties: Standard company declarations and assurances
9. Covenants: Ongoing obligations of the company
1. Market Making Provisions: Terms for market making services if required when investor also provides market making services
2. Rights of First Refusal: Terms for future equity offerings when parties agree to preferential rights for future raises
3. Anti-dilution Provisions: Protection against dilution from other issuances when specifically negotiated by investor
1. Draw Down Notice Form: Standard form for requesting investments
2. Pricing Certificate: Template for calculating share price for each draw down
3. Compliance Certificate: Form confirming compliance with conditions
4. Share Capital Structure: Current capitalization table of the company
5. Required Approvals: List of regulatory and corporate approvals needed
Authors
Available Amount
Business Day
Closing
Commitment Period
Condition Precedent
Draw Down
Draw Down Amount
Draw Down Notice
Draw Down Price
Effective Date
Encumbrance
Event of Default
Facility
Group
Listing Rules
Market Price
Material Adverse Effect
Maximum Draw Down Amount
New Shares
Ordinary Shares
Pricing Period
Reference Price
Regulatory Approval
Relevant Exchange
Securities and Futures Act
SGX-ST
Share Capital
Subscription Price
Trading Day
Transaction Documents
Volume Weighted Average Price
Warranties
Draw Down Rights
Pricing Mechanism
Conditions Precedent
Draw Down Procedures
Settlement
Representations and Warranties
Company Covenants
Trading Restrictions
Market Making
Fees and Expenses
Termination Rights
Events of Default
Regulatory Compliance
Confidentiality
Assignment
Notices
Governing Law
Dispute Resolution
Share Issuance
Anti-dilution
Registration Rights
Information Rights
Force Majeure
Indemnification
Amendment and Waiver
Severability
Entire Agreement
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