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Debenture Subscription Agreement
"Need a Debenture Subscription Agreement for our tech startup to issue secured debentures worth SGD 5 million to three institutional investors, with quarterly interest payments and a maturity date of March 15, 2025."
1. Parties: Identifies the issuer and subscriber(s) of the debentures
2. Background: Context of the debenture issuance, purpose, and relevant corporate approvals
3. Definitions: Key terms used throughout the agreement including financial terms, security-related definitions, and regulatory references
4. Subscription Details: Amount, price, and terms of debentures being subscribed, including denomination and subscription process
5. Conditions Precedent: Prerequisites for subscription completion including regulatory approvals, corporate authorizations, and due diligence
6. Representations and Warranties: Statements of fact by parties regarding their capacity, authority, and compliance with laws
7. Covenants: Ongoing obligations of the issuer including financial covenants, reporting requirements, and operational restrictions
8. Events of Default: Circumstances triggering default and consequences thereof
9. Payment Terms: Interest calculation, payment dates, principal repayment schedule, and payment mechanics
1. Security Provisions: Details of security arrangement, creation, and perfection of security interests - used for secured debentures
2. Trustee Provisions: Appointment, powers, duties, and remuneration of debenture trustee - used when implementing a trustee structure
3. Conversion Rights: Terms and mechanics for converting debentures to shares - used for convertible debentures
1. Form of Debenture Certificate: Template of physical certificate including required content under Singapore law
2. Repayment Schedule: Detailed schedule of interest and principal payment dates and amounts
3. Security Documents: Forms of security documents and details of secured assets
4. Conditions Precedent Documents: Comprehensive list of required documentation and corporate approvals
5. Conversion Terms: Detailed mechanics and formulae for conversion of debentures to shares
Authors
Approved Bank
Authority
Business Day
Closing
Closing Date
Companies Act
Conditions Precedent
Debentures
Default Interest Rate
Event of Default
Financial Indebtedness
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Material Adverse Effect
Maturity Date
MAS
Permitted Security Interest
Principal Amount
Redemption Amount
Redemption Date
Register
Registrar
Secured Assets
Securities and Futures Act
Security Documents
Security Interest
Singapore
Subscriber
Subscription Amount
Subscription Price
Subsidiary
Tax
Transaction Documents
Trust Deed
Trustee
Payment Terms
Interest
Security
Representations and Warranties
Covenants
Events of Default
Remedies
Assignment and Transfer
Conversion Rights
Confidentiality
Notices
Amendments
Governing Law
Jurisdiction
Force Majeure
Indemnification
Costs and Expenses
Stamp Duty
Tax
Registration
Further Assurance
Severability
Waiver
Entire Agreement
Counterparts
Third Party Rights
Time of Essence
Redemption
Status of Debentures
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