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Warrant Subscription Agreement
"I need a Warrant Subscription Agreement for my Indonesian technology startup to issue warrants to a local venture capital firm, with the warrants exercisable for up to 15% of our company's shares at a fixed price within 3 years."
1. Parties: Identification of the issuing company and the warrant subscriber(s)
2. Background: Context of the warrant issuance, corporate approvals obtained, and relationship between parties
3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation
4. Warrant Subscription: Terms of subscription, number of warrants, and subscription price
5. Warrant Terms: Exercise price, exercise period, and warrant rights
6. Exercise Procedure: Process and requirements for exercising warrants
7. Payment Terms: Payment mechanics for both warrant subscription and exercise
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Covenants: Ongoing obligations of the parties
10. Regulatory Compliance: Compliance with Indonesian securities laws and OJK regulations
11. Transferability: Rules regarding transfer of warrants
12. Notices: Communication procedures between parties
13. Term and Termination: Duration of agreement and termination rights
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanism
15. General Provisions: Standard boilerplate clauses including amendments, waiver, and severability
1. Foreign Investment Provisions: Required when warrant subscriber is a foreign entity, addressing compliance with Indonesian foreign investment laws
2. Multiple Tranches: Used when warrant issuance is structured in multiple phases
3. Tag-Along Rights: Optional protection for minority warrant holders
4. Anti-Dilution Provisions: Protection against dilution from corporate actions
5. Corporate Governance Rights: Any special governance rights granted to warrant holders
6. Security Provisions: If warrants are secured by company assets
7. Market Stand-off Agreement: Restrictions on sales during specified periods
8. Registration Rights: Rights related to registration of underlying shares for public trading
1. Warrant Certificate Form: Template of the warrant certificate to be issued
2. Exercise Notice Form: Standard form for exercising warrants
3. Corporate Authorizations: Copies of relevant board and shareholder resolutions
4. Warrant Terms and Conditions: Detailed technical terms of the warrants
5. Calculation Methods: Detailed procedures for calculating exercise price adjustments
6. Required Regulatory Approvals: List and copies of obtained regulatory approvals
7. Shareholding Structure: Pre and post-exercise shareholding structure
8. Timeline: Key dates and deadlines for warrant subscription and exercise
Authors
Business Day
Closing
Closing Date
Company
Completion
Constitutional Documents
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Expiry Date
Governmental Authority
IDR
Issue Date
Issuing Company
Material Adverse Effect
OJK
Ordinary Shares
Parties
Permitted Transferee
Register of Warrants
Regulatory Approvals
Securities
Shareholders
Subscription Price
Subscriber
Subscription Rights
Trading Day
Transfer
Warrant Certificate
Warrant Exercise Ratio
Warrant Holder
Warrant Register
Warrants
Underlying Shares
Valuation Date
Indonesian GAAP
IDX
Encumbrance
Board of Directors
Board of Commissioners
Confidential Information
Corporate Action
Anti-dilution Adjustments
Affiliate
Working Capital
Related Party
Share Capital
Warrant Issuance
Exercise Rights
Payment Terms
Transfer Restrictions
Anti-dilution Protection
Representations and Warranties
Covenants
Conditions Precedent
Regulatory Compliance
Corporate Authorizations
Confidentiality
Term and Termination
Events of Default
Remedies
Assignment
Notices
Amendment
Governing Law
Dispute Resolution
Force Majeure
Indemnification
Tax Provisions
Further Assurance
Severability
Entire Agreement
Costs and Expenses
Waiver
Corporate Governance
Information Rights
Registration Rights
Tag-Along Rights
Drag-Along Rights
Change of Control
Shareholders' Rights
Voting Rights
Non-Competition
Non-Solicitation
Technology
Financial Services
Manufacturing
Real Estate
Infrastructure
Energy
Healthcare
Consumer Goods
Telecommunications
Mining and Resources
E-commerce
Transportation and Logistics
Legal
Finance
Corporate Secretary Office
Compliance
Treasury
Corporate Finance
Risk Management
Board Secretariat
Investor Relations
Corporate Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Finance Director
Legal Director
Investment Director
Compliance Officer
Treasury Manager
Corporate Finance Manager
Legal Counsel
Investment Manager
Board Member
Financial Controller
Risk Manager
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