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Convertible Bond Agreement
"I need a Convertible Bond Agreement for my Qatar-based tech startup to raise USD 5 million, with bonds converting to equity shares at a 20% discount to the Series A round pricing, and the conversion right exercisable until March 2025."
1. Parties: Identification of the Bond Issuer, Trustee (if applicable), and initial Bondholders
2. Background: Context of the bond issuance, corporate authority, and purpose of the financing
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Bond Terms: Principal amount, interest rate, maturity date, and other fundamental bond terms
5. Subscription and Issuance: Process and conditions for bond subscription and issuance
6. Conversion Rights: Terms and conditions governing the conversion of bonds into shares
7. Conversion Procedure: Detailed process for exercising conversion rights and share issuance
8. Interest Payments: Interest calculation, payment dates, and payment mechanics
9. Issuer Covenants: Positive and negative covenants binding the issuer
10. Representations and Warranties: Statements of fact and assurances from the issuer
11. Events of Default: Circumstances constituting default and consequences
12. Redemption and Purchase: Terms for early redemption, mandatory redemption, and bond purchases
13. Transfer Restrictions: Limitations on transfer of bonds and compliance requirements
14. Meetings of Bondholders: Procedures for bondholder meetings and collective decision-making
15. Notices: Communication procedures between parties
16. Governing Law and Jurisdiction: Specification of Qatar law as governing law and jurisdiction provisions
1. Shariah Compliance: Required if the bonds are to be Shariah-compliant, detailing Islamic finance structure and compliance
2. Security: Include if the bonds are secured by any assets or guarantees
3. Trustee Provisions: Required if a trustee structure is used for the bond issuance
4. Global Certificate: Include if bonds are to be represented by a global certificate
5. Tax Gross-Up: Include provisions for tax gross-up if applicable to the transaction
6. Registration Rights: Include if bondholders are granted rights to register their shares post-conversion
7. Anti-dilution Provisions: Detailed provisions protecting bondholders from dilution, if applicable
1. Form of Bond Certificate: Template for individual bond certificates
2. Form of Conversion Notice: Standard form for bondholders to exercise conversion rights
3. Conversion Price Adjustment Formula: Detailed calculations for adjusting conversion price in various scenarios
4. Corporate Authorizations: Copies of relevant corporate approvals and authorizations
5. Share Capital Structure: Details of issuer's share capital structure and reserved shares
6. Form of Transfer Certificate: Template for transferring bonds between holders
7. Financial Covenants Calculations: Formulas and methods for calculating financial covenants
8. Regulatory Approvals: Copies of required regulatory approvals and permits
Authors
Financial Services
Technology
Real Estate
Healthcare
Manufacturing
Energy
Infrastructure
Telecommunications
Retail
Education
Transportation
Islamic Finance
Legal
Finance
Treasury
Compliance
Corporate Secretariat
Risk Management
Board Secretariat
Corporate Finance
Investment
Shariah Advisory
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Investment Manager
Compliance Officer
Treasury Manager
Company Secretary
Board Director
Financial Controller
Chief Executive Officer
Risk Manager
Shariah Compliance Officer
Investment Banker
Corporate Finance Manager
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