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1. Parties: Identification of the Bond Issuer and the Bondholder(s)
2. Background: Context of the bond issuance, company status, and purpose of the financing
3. Definitions: Definitions of key terms used throughout the agreement
4. Bond Issuance: Details of the bonds being issued, including principal amount, issue date, and maturity
5. Interest: Interest rate, calculation method, payment dates, and default interest provisions
6. Conversion Rights: Terms and conditions for converting bonds into shares, including conversion price and ratio
7. Conversion Process: Detailed procedure for exercising conversion rights and timing requirements
8. Representations and Warranties: Statements of fact and assurances from both issuer and bondholders
9. Issuer Covenants: Positive and negative obligations of the issuer during the bond term
10. Events of Default: Circumstances constituting default and consequences thereof
11. Security: Details of any security or guarantees provided for the bonds
12. Transferability: Conditions and restrictions on transfer of the bonds
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Tag-Along Rights: Optional section for when bondholders are granted rights to participate in sale of company shares
2. Anti-Dilution Protection: Additional provisions protecting bondholders from dilution through corporate actions
3. Registration Rights: Rights of bondholders to require registration of converted shares, relevant for planned IPOs
4. Subordination Provisions: Required if the bonds are subordinated to other debt
5. Information Rights: Additional reporting requirements beyond standard covenants, often requested by institutional investors
6. Board Observer Rights: Rights of bondholders to appoint board observers, common in larger investments
1. Bond Certificate Form: Template of the physical or electronic bond certificate
2. Conversion Notice Form: Standard form for exercising conversion rights
3. Calculation Methods: Detailed procedures for calculating interest, conversion price adjustments, and other numerical terms
4. Corporate Authorizations: Copies of relevant board and shareholder resolutions
5. Security Documents: If applicable, details of security arrangements and guarantees
6. Disclosure Schedule: Exceptions to representations and warranties
7. Financial Covenants Schedule: Detailed financial ratios and calculations required under covenants
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