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Debenture Subscription Agreement
"I need a Debenture Subscription Agreement for a Saudi Arabian real estate development company issuing SAR 500 million in secured debentures to local institutional investors, with quarterly profit payments and a maturity date in March 2025; the agreement must include Shariah-compliance provisions and security over the company's real estate assets."
1. Parties: Identification of the Issuer, Subscribers, and any other relevant parties such as security trustees or paying agents
2. Background: Context of the debenture issuance, corporate approvals obtained, and compliance with Shariah principles
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. Subscription and Issuance: Terms of subscription, payment mechanics, and conditions for issuance of debentures
5. Representations and Warranties: Statements of fact and assurances from the Issuer regarding its capacity, authority, and financial condition
6. Covenants: Ongoing obligations of the Issuer, including financial covenants and reporting requirements
7. Events of Default: Circumstances constituting default and consequences thereof
8. Rights and Obligations of Debenture Holders: Detailed rights of subscribers, including voting rights and transfer restrictions
9. Security: Details of any security provided for the debentures
10. Payment Provisions: Terms regarding profit payments, principal repayment, and payment mechanics
11. Notices: Process and requirements for serving notices under the agreement
12. Governing Law and Jurisdiction: Saudi Arabian law as governing law and jurisdiction for disputes
1. Shariah Compliance: Detailed provisions ensuring compliance with Shariah principles - required if the debentures are marketed as Shariah-compliant
2. Security Trustee Provisions: Required if a security trustee is appointed to hold security on behalf of debenture holders
3. Tax Provisions: Detailed tax clauses required if foreign investors are involved or if specific tax treatments apply
4. Currency Provisions: Required if the debentures involve multiple currencies or foreign exchange considerations
5. Market Disruption: Provisions dealing with market disruption events - required for floating rate debentures
6. Meetings of Debenture Holders: Required if collective action mechanisms are needed for multiple subscribers
1. Form of Debenture Certificate: Template of the physical or electronic debenture certificate
2. Terms and Conditions: Detailed terms and conditions of the debentures
3. Form of Transfer Certificate: Template for transferring debentures between holders
4. Payment Schedule: Detailed schedule of profit payments and principal repayment dates
5. Security Documents: Forms of security documents and details of secured assets
6. Shariah Pronouncement: Fatwa or Shariah pronouncement if the debentures are Shariah-compliant
7. Corporate Authorizations: Copies of relevant corporate approvals and authorizations
8. Form of Subscription Application: Template for subscription applications
Authors
Agency Agreement
Applicable Law
Business Day
Capital Market Authority
Capital Market Law
Certificates
Closing Date
Conditions
Conditions Precedent
Corporate Authorizations
CML Regulations
Debenture Certificate
Debenture Holder
Debenture Register
Default
Event of Default
Face Value
Final Maturity Date
Financial Indebtedness
Financial Statements
Governing Law
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Legal Requirements
Material Adverse Effect
Maturity Date
Offering Document
Payment Date
Potential Event of Default
Principal Amount
Profit Rate
Redemption Amount
Redemption Date
Register
Registrar
Regulatory Authority
Related Party
Relevant Jurisdiction
Security
Security Documents
Security Interest
Security Trustee
Shariah Advisor
Shariah Principles
Subscription Amount
Subscription Date
Subscription Period
Subscriber
Subscription Application
Subscription Price
Tadawul
Tax
Terms and Conditions
Transaction Documents
Transfer Certificate
Transfer Form
Trust Deed
Payment Obligations
Representations and Warranties
Conditions Precedent
Security
Covenants
Events of Default
Enforcement
Transfer Restrictions
Profit Payments
Principal Repayment
Islamic Finance Compliance
Regulatory Compliance
Information Rights
Notices
Amendments and Waivers
Confidentiality
Assignment
Further Assurance
Costs and Expenses
Tax
Force Majeure
Severability
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Process Agent
Anti-Money Laundering
Sanctions Compliance
Register Maintenance
Meeting Provisions
Voting Rights
Indemnification
Termination
Banking & Financial Services
Real Estate & Construction
Manufacturing & Industrial
Energy & Utilities
Infrastructure Development
Telecommunications
Healthcare
Education
Transport & Logistics
Mining & Resources
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Secretariat
Investment Banking
Corporate Finance
Shariah Advisory
Board Secretariat
Chief Financial Officer
Treasury Manager
Legal Counsel
Compliance Officer
Investment Manager
Corporate Finance Director
Financial Controller
Risk Manager
Company Secretary
Shariah Compliance Officer
Investment Banker
Corporate Lawyer
Finance Director
Board Director
Chief Executive Officer
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