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Board Resolution For Issue Of Convertible Notes Template for Canada

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Key Requirements PROMPT example:

Board Resolution For Issue Of Convertible Notes

"I need a Board Resolution for Issue of Convertible Notes for my Canadian tech startup to authorize a CAD 2 million convertible note offering to three institutional investors, with a 20% discount rate and 2-year maturity, closing March 2025."

Document background
A Board Resolution For Issue Of Convertible Notes is a critical corporate governance document used when a Canadian company seeks to raise capital through convertible debt instruments. This document is typically employed during growth phases, bridge financing, or when companies prefer debt that can later convert to equity. The resolution must comply with the Canada Business Corporations Act and provincial securities regulations, making it essential for both private and public companies. It details the board's authorization of the note issuance, including specific terms such as conversion price, interest rate, maturity date, and total issuance amount. The document serves multiple purposes: it demonstrates proper corporate governance, provides evidence of board authorization for regulatory compliance, and creates a clear record of the terms and conditions for all stakeholders involved.
Suggested Sections

1. Header and Date: Corporate name, document type, and date of the resolution

2. Attendance and Quorum: List of directors present and confirmation of meeting quorum requirements

3. Background and Purpose: Context for the convertible note issuance, including corporate funding needs and strategic objectives

4. Recitals: Key considerations and facts underlying the board's decision

5. Authorization of Note Issuance: Formal board approval for issuing the convertible notes, including total amount and basic terms

6. Key Terms of Notes: Essential terms including interest rate, maturity date, conversion price, and key rights

7. Authorized Signatories: Designation of officers authorized to execute note documents

8. Further Actions: Authorization for officers to take necessary steps to implement the resolution

9. Certification: Secretary's certification of the resolution's validity and adoption

Optional Sections

1. Special Rights and Preferences: Additional terms for noteholders' rights, used when offering specific protections or privileges

2. Foreign Investment Considerations: Include when notes are being offered to foreign investors

3. Related Party Provisions: Required when any noteholders are related parties to the corporation

4. Security and Collateral: Include when the notes are secured by corporate assets

5. Use of Proceeds: Specific allocation of funds, included when required by investors or for regulatory compliance

6. Regulatory Compliance Statements: Additional compliance statements required for specific jurisdictions or circumstances

Suggested Schedules

1. Schedule A - Form of Convertible Note: Template or form of the convertible note to be issued

2. Schedule B - Terms and Conditions: Detailed terms and conditions of the convertible notes

3. Schedule C - Conversion Rights and Procedures: Detailed procedures for converting notes to equity

4. Schedule D - List of Initial Noteholders: If known, the initial subscribers to the convertible notes

5. Appendix 1 - Capitalization Table: Current and post-conversion capitalization structure

6. Appendix 2 - Required Regulatory Filings: List of regulatory filings required for the note issuance

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Biotechnology

Clean Energy

Manufacturing

Real Estate

Financial Services

Healthcare

E-commerce

Software Development

Mining and Resources

Cannabis

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Governance

Treasury

Investor Relations

Compliance

Corporate Development

Board Administration

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Board Director

Corporate Treasurer

Investment Relations Manager

Financial Controller

Legal Counsel

Compliance Officer

Board Chairman

Chief Legal Officer

VP of Finance

Corporate Development Director

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Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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