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The Subscription Agreement is a document that outlines the terms and conditions of a bond issuance. It is an agreement made between the issuer, the guarantor, the lead manager, and other managers involved in the bond issuance. The agreement highlights the creation and issuance of bonds at a specified price, which will be guaranteed by the guarantor. The bonds will be payable in a specific currency and will initially be represented by a temporary global bond. The agreement also covers the appointment of agents for the payment of principal, interest, and premium, as well as the listing of the bonds on a stock exchange. It includes representations, warranties, and undertakings by the issuer and the guarantor, ensuring that all necessary consents, approvals, and authorizations are obtained. The agreement also addresses the management and underwriting commission to be paid to the managers, as well as the closing process and the conditions that need to be satisfied. It further includes provisions for stabilizing the market price of the bonds and indemnities for the managers. The agreement is governed by the law of the jurisdiction state and any disputes are to be settled in the courts of England.
To use the Subscription Agreement, follow these steps:
1. Review the agreement to understand its terms and conditions.
2. Enter the relevant information, such as the names and addresses of the parties involved.
3. Specify the price and issuance date of the bonds.
4. Determine the currency in which the bonds will be payable.
5. Decide whether a temporary global bond will be issued and how it can be exchanged for a permanent global bond or definitive bonds.
6. Appoint agents for the payment of principal, interest, and premium.
7. Ensure that all necessary consents, approvals, and authorizations are obtained.
8. Determine the management and underwriting commission to be paid to the managers.
9. Prepare for the closing process, including the delivery of bonds and payment of net subscription moneys.
10. Consider any stabilizing measures that may be taken to maintain the market price of the bonds.
11. Understand the indemnities provided to the managers.
12. Comply with the governing law and jurisdiction specified in the agreement.
Note: It is recommended to seek legal advice when using the Subscription Agreement to ensure compliance with applicable laws and regulations.