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Compulsory Convertible Debentures Agreement
"I need a Compulsory Convertible Debentures Agreement for my Malaysian technology startup to raise RM 5 million from three venture capital investors, with mandatory conversion into equity shares after 18 months at a pre-determined valuation of RM 50 million."
1. Parties: Identification of the issuing company and the debenture holders
2. Background: Context of the transaction, including company's authority to issue CCDs and purpose of the issuance
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Issue of Debentures: Terms of issuance, including amount, face value, and subscription details
5. Interest: Interest rate, calculation method, and payment terms
6. Conversion Terms: Mandatory conversion timeline, conversion ratio, and mechanics of conversion
7. Representations and Warranties: Standard and specific representations by the issuer and debenture holders
8. Covenants: Positive and negative covenants of the issuer
9. Events of Default: Circumstances constituting default and consequences
10. Rights and Obligations: Rights of debenture holders and obligations of the issuer
11. Transferability: Terms governing transfer of debentures
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Security: Include when debentures are secured by company assets
2. Debenture Trustee: Required when a trustee is appointed to represent debenture holders
3. Tag-Along Rights: Include when debenture holders are given rights to participate in share sales
4. Anti-Dilution Protection: Include to protect conversion value against dilutive events
5. Put Option: Include when debenture holders have early redemption rights
6. Step-Up Interest: Include when interest rates increase based on specific triggers
7. Information Rights: Include for additional reporting requirements to debenture holders
1. Schedule 1 - Debenture Certificate Format: Format and content of the physical/digital debenture certificates
2. Schedule 2 - Conversion Notice: Format of notice for exercising conversion rights
3. Schedule 3 - Calculation of Conversion Price: Detailed methodology for calculating conversion price
4. Schedule 4 - Company Information: Key corporate details and capital structure
5. Schedule 5 - List of Debenture Holders: Details of initial debenture holders and their holdings
6. Appendix A - Board Resolution: Copy of board resolution approving CCD issuance
7. Appendix B - Valuation Report: Independent valuation report if applicable
Authors
Technology
Manufacturing
Real Estate
Healthcare
Renewable Energy
E-commerce
Financial Services
Infrastructure
Telecommunications
Biotechnology
Legal
Finance
Treasury
Corporate Development
Compliance
Board of Directors
Corporate Secretarial
Risk Management
Investment Relations
Chief Financial Officer
Chief Executive Officer
Finance Director
Legal Counsel
Company Secretary
Investment Manager
Corporate Finance Manager
Treasury Manager
Financial Controller
Compliance Officer
Board Director
Investment Banker
Corporate Lawyer
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