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Standby Equity Purchase Agreement
"Need a Standby Equity Purchase Agreement for a Singapore-listed technology company, where the investor will commit to purchase up to SGD 50 million of shares over 24 months starting March 2025, with a maximum draw down of SGD 5 million per month."
1. Parties: Identification of the company (issuer) and the investor (purchaser)
2. Background: Context of the agreement and basic transaction structure
3. Definitions: Key terms including Commitment Amount, Draw Down Notice, Purchase Price, etc.
4. Purchase Commitment: Core obligation of investor to purchase shares upon draw down
5. Draw Down Mechanics: Process and conditions for issuing draw down notices
6. Pricing Mechanism: Formula for determining share purchase price
7. Conditions Precedent: Requirements before agreement becomes effective
8. Representations and Warranties: Standard assurances from both parties
9. Covenants: Ongoing obligations of the parties
1. Registration Rights: Rights to register shares for public trading when shares may need to be registered for trading
2. Anti-dilution Provisions: Protection against share value dilution, typically included when requested by investor
3. Board Observer Rights: Investor's right to observe board meetings, typically included for larger investments
1. Form of Draw Down Notice: Standard template for issuing draw down notices
2. Calculation of Purchase Price: Detailed pricing formula and examples
3. Disclosure Schedule: Exceptions to representations and warranties
4. Required Approvals: List of regulatory and corporate approvals needed
5. Form of Compliance Certificate: Template for confirming compliance with conditions
Authors
Applicable Law
Available Amount
Base Price
Business Day
Closing
Commitment Amount
Commitment Period
Company Material Adverse Effect
Compliance Certificate
Conditions Precedent
Default
Draw Down
Draw Down Amount
Draw Down Closing Date
Draw Down Notice
Draw Down Shares
Effective Date
Encumbrance
Event of Default
Exchange
Financial Statements
Governmental Authority
Investment Amount
Material Adverse Change
Maximum Draw Down Amount
MAS
Minimum Price
Notice
Ordinary Shares
Permitted Transferee
Purchase Price
Pricing Period
Regulatory Approvals
Required Approvals
Securities and Futures Act
SGX
Shareholder Approval
Shares
Subsidiary
Trading Day
Transaction Documents
VWAP
Draw Down Rights
Pricing Mechanism
Conditions Precedent
Representations and Warranties
Covenants
Draw Down Procedures
Closing Conditions
Payment Terms
Share Issuance
Anti-dilution Protection
Registration Rights
Information Rights
Confidentiality
Material Adverse Change
Events of Default
Remedies
Transfer Restrictions
Board Rights
Regulatory Compliance
Termination
Assignment
Notices
Amendments
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Indemnification
Entire Agreement
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