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Board Resolution For Issue Of Convertible Notes
"I need a Board Resolution for Issue of Convertible Notes for my Indonesian technology startup to authorize the issuance of USD 5 million in convertible notes to foreign investors, with a planned closing date of March 15, 2025, including specific provisions for OJK compliance and foreign investment reporting."
1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of board members present and confirmation of meeting quorum requirements
3. Background: Context for the proposed convertible note issuance, including company's funding needs and strategic objectives
4. Reference to Authority: Citation of relevant provisions in the company's articles of association and applicable laws authorizing the board to issue convertible notes
5. Principal Terms of the Notes: Key terms including principal amount, interest rate, maturity date, and conversion terms
6. Conversion Rights: Detailed terms of conversion, including conversion price, timing, and mechanics
7. Board Determinations: formal determinations by the board regarding the necessity and appropriateness of the note issuance
8. Resolutions: Specific actions being approved, including issuance authorization and delegation of authority
9. Authorization of Officers: Empowerment of specific officers to execute necessary documents and take required actions
10. Certification: Formal certification of the resolution by the authorized corporate officer
1. Shareholder Approval Reference: Include when shareholder approval has been obtained or is required for the note issuance
2. Foreign Investment Considerations: Required when notes are being issued to foreign investors, addressing compliance with Indonesian foreign investment regulations
3. Security and Collateral: Include when the convertible notes are to be secured by company assets
4. Use of Proceeds: Detailed breakdown of how funds will be used, include when required by investors or internal policy
5. Tax Considerations: Include when there are specific tax implications that need to be acknowledged
6. Regulatory Approvals: Required when specific regulatory approvals are needed beyond standard requirements
1. Terms and Conditions of the Convertible Notes: Detailed terms and conditions of the convertible notes
2. Form of Note Certificate: Template of the physical or electronic note certificate to be issued
3. Conversion Calculations: Detailed methodology and examples of conversion calculations
4. List of Authorized Signatories: Names and specimens of authorized signatories for note-related documentation
5. Required Regulatory Filings: List of necessary filings with OJK and other regulatory bodies
6. Pro Forma Capitalization Table: showing impact of potential conversion on company's share capital
Authors
Board of Directors
Board of Commissioners
Articles of Association
Convertible Notes
Note Certificate
Principal Amount
Interest Rate
Maturity Date
Conversion Rights
Conversion Price
Conversion Period
Conversion Shares
Conversion Notice
Noteholder
Issue Date
Business Day
Material Adverse Effect
Event of Default
Security Interest
Shareholder Approval
OJK
Authorized Officers
Regulatory Approvals
Governing Law
Indonesian Rupiah
Subscription Agreement
Note Documents
Terms and Conditions
Register of Noteholders
Existing Shares
Share Capital
Fully Diluted Basis
Relevant Exchange Rate
Indonesian Law
Quorum Confirmation
Authority and Powers
Recitals
Board Determinations
Note Terms
Conversion Rights
Share Issuance Authorization
Regulatory Compliance
Document Authorization
Officer Delegation
Securities Registration
Foreign Investment Compliance
Capital Structure
Use of Proceeds
Execution Authority
Legal Compliance
Shareholder Rights
Registration Requirements
Certification
Filing Requirements
Corporate Seal
Officer Authorization
Record Keeping
Notice Requirements
Technology
Manufacturing
Financial Services
Real Estate
Infrastructure
E-commerce
Healthcare
Renewable Energy
Transportation
Telecommunications
Mining
Agriculture
Retail
Education Technology
Digital Services
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Corporate Governance
Investor Relations
Board Administration
Risk Management
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Board Director
Finance Director
Investment Relations Manager
Compliance Officer
Legal Counsel
Corporate Governance Officer
Treasury Manager
Financial Controller
Board Chairman
Managing Director
Company Secretary
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