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The Standby Equity Purchase Agreement (SEPA) is a strategic financing instrument used in the Philippine market when companies need flexible access to capital without immediate dilution. This document is typically employed by listed companies seeking to establish a reliable source of future funding while maintaining control over the timing and amount of equity issuance. The agreement must conform to Philippine securities laws, particularly the Securities Regulation Code (RA 8799) and relevant SEC regulations. It is commonly used during periods of expansion, for working capital needs, or to strengthen the company's financial position. The document includes comprehensive provisions covering draw-down procedures, pricing mechanisms, regulatory compliance requirements, and investor protections, all tailored to the Philippine legal and regulatory framework.

1. Parties: Identification of the issuing company and the investor

2. Background: Context of the agreement and the parties' intentions

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Purchase Commitment: Core terms of the standby purchase commitment, including maximum commitment amount

5. Draw Down Mechanics: Process and procedures for initiating and completing draw downs

6. Pricing Mechanism: Formula and methodology for determining the purchase price of shares

7. Conditions Precedent: Conditions that must be satisfied before any draw down can occur

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Covenants: Ongoing obligations of both parties during the agreement term

10. Registration and Listing Requirements: Obligations regarding SEC registration and stock exchange listing

11. Events of Default: Circumstances constituting default and consequences

12. Term and Termination: Duration of the agreement and termination provisions

13. Confidentiality: Provisions regarding confidential information

14. Notices: Communication procedures between parties

15. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution

16. General Provisions: Standard boilerplate clauses including assignment, amendments, etc.