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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
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