A Warrant Purchase Agreement is a crucial document used when a company wishes to issue warrants as part of its financing strategy or compensation arrangements. Under Philippine law, this agreement must comply with the Securities Regulation Code (Republic Act No. 8799) and related SEC regulations. The document specifies all essential terms of the warrant issuance, including the number of warrants, purchase price, exercise price, expiration date, and exercise procedures. It's commonly used in various scenarios such as venture capital investments, employee compensation plans, or as part of larger financing transactions. The agreement must address specific Philippine legal requirements, including SEC registration and disclosure obligations, and typically includes provisions for protecting both the issuing company and warrant purchasers.
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1. Parties: Identification of the issuing company and the warrant purchaser(s)
2. Background: Context of the warrant issuance, including corporate authorizations and purpose of the transaction
3. Definitions: Key terms used throughout the agreement, including technical and financial definitions
4. Purchase and Sale of Warrants: Core transaction terms including number of warrants, purchase price, and closing mechanics
5. Warrant Terms: Fundamental terms of the warrants including exercise price, expiration date, and number of shares upon exercise
6. Exercise Procedures: Detailed process for exercising the warrants, including notice requirements and payment procedures
7. Representations and Warranties of the Company: Company's assertions regarding its authority, compliance with laws, and financial condition
8. Representations and Warranties of the Purchaser: Purchaser's assertions regarding authority, investment intent, and sophistication
9. Covenants: Ongoing obligations of both parties, including information rights and maintenance of warrant shares
10. Adjustments: Provisions for adjusting warrant terms in case of corporate events like stock splits or reorganizations
11. Transfer Restrictions: Limitations on the transfer of warrants and compliance with securities laws
12. Events of Default: Circumstances constituting default and resulting remedies
13. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and dispute resolution
1. Registration Rights: Include when warrantholder requires rights to register shares for public trading
2. Tag-Along Rights: Include when warrantholders should have the right to participate in future sales of company shares
3. Board Observer Rights: Include when warrant purchase is significant enough to justify board observation rights
4. Anti-dilution Protection: Include when warrantholder requires protection against future dilutive issuances
5. Most Favored Nation: Include when warrantholder should receive benefit of more favorable terms granted to future warrant purchasers
6. Information Rights: Include when warrantholder requires specific financial or operational information beyond standard disclosures
1. Form of Warrant Certificate: Template of the actual warrant certificate to be issued
2. Exercise Notice: Form to be completed by warrantholder when exercising warrants
3. Capitalization Table: Current and pro forma capitalization of the company
4. Corporate Resolutions: Copies of board and shareholder resolutions authorizing warrant issuance
5. Disclosure Schedule: Exceptions to company representations and warranties
6. Registration Rights Terms: Detailed terms of registration rights if applicable
Relevant legal definitions
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Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Mining
Telecommunications
Retail
E-commerce
Start-ups
Venture Capital
Relevant Teams
Legal
Finance
Compliance
Corporate Secretariat
Treasury
Corporate Development
Investment Relations
Risk Management
Executive Leadership
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Manager
Compliance Officer
Finance Director
Legal Director
Corporate Development Manager
Investment Banker
Private Equity Manager
Venture Capital Manager
Treasury Manager
Board Director
Company Secretary
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