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1. Parties: Identification of issuer and subscriber(s)
2. Background: Context of the bond issuance and purpose
3. Definitions: Key terms used throughout the agreement including bond terms, conversion rights, and relevant securities laws references
4. Subscription and Issue: Terms of subscription and issuance of the bonds, including subscription amount, issue price, and closing conditions
5. Conversion Rights: Terms and conditions for converting bonds to equity, including conversion price, period, and mechanics
6. Interest and Repayment: Interest rate, payment schedule, repayment terms, and early redemption provisions
7. Representations and Warranties: Statements of fact and assurances from both parties regarding capacity, authority, and compliance with securities laws
8. Covenants: Ongoing obligations of the issuer including financial covenants, reporting requirements, and restrictions
9. Events of Default: Circumstances constituting default and consequences, including acceleration rights
10. Transferability: Restrictions on transfer of the bonds and compliance with securities laws
11. Meetings and Voting: Procedures for bondholder meetings and voting rights
12. Governing Law and Jurisdiction: Applicable law and dispute resolution procedures
1. Security: Terms of any security provided for the bonds, including type of security, enforcement rights, and priority
2. Trustee Provisions: Appointment and duties of trustee, including rights, obligations, and replacement procedures
3. Tag-Along Rights: Rights of bondholders to participate in sale of company shares
4. Anti-dilution Protection: Provisions protecting bondholders from dilution of conversion rights
5. Information Rights: Additional information and inspection rights granted to bondholders
1. Form of Bond Certificate: Template of the bond certificate including terms and conditions
2. Conversion Notice: Standard form for exercising conversion rights
3. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the bond issuance
4. Security Documents: If applicable, security documentation including charges and pledges
5. Financial Statements: Recent financial statements and projections of the issuer
6. Disclosure Schedule: Detailed disclosures relating to representations and warranties
Closing Date
Conditions Precedent
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rate
Conversion Rights
Event of Default
Final Maturity Date
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issue Price
Material Adverse Effect
Ordinary Shares
Principal Amount
Redemption Amount
Redemption Date
Relevant Exchange
Security
Security Documents
Subscription Amount
Subscription Price
Subscriber
Subsidiary
Trading Day
Transaction Documents
Trust Deed
Trustee
Voting Rights
Warranties
Issue and Status of Bonds
Conversion Rights
Interest
Repayment and Redemption
Security
Representations and Warranties
Covenants
Events of Default
Acceleration
Undertakings
Anti-dilution Protection
Transfer Restrictions
Confidentiality
Information Rights
Tag-Along Rights
Pre-emption Rights
Voting Rights
Amendments and Waivers
Notices
Assignment
Costs and Expenses
Severability
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Entire Agreement
Third Party Rights
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