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Convertible Debt Agreement Template for Canada

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Key Requirements PROMPT example:

Convertible Debt Agreement

"I need a Convertible Debt Agreement for my AI software startup to secure a $500,000 investment from a Canadian VC firm, with a 20% discount rate, $5M valuation cap, and automatic conversion on qualified financing of $2M or more, with the investment to close by March 2025."

Document background
The Convertible Debt Agreement is a crucial financing instrument commonly used by Canadian companies, particularly startups and growth-stage businesses, seeking to raise capital while deferring company valuation. This document type combines elements of debt and equity financing, providing investors with the security of debt and the potential upside of equity participation. It's particularly useful in bridge financing scenarios or when companies and investors want to postpone determining a precise equity valuation. The agreement must comply with Canadian federal and provincial securities regulations, corporate law, and tax requirements. It typically includes detailed provisions for conversion mechanics, investor rights, and protection mechanisms, making it a preferred choice for sophisticated investors and companies in growth phases.
Suggested Sections

1. Parties: Identification of the issuing company and the lender(s)

2. Background: Context of the agreement and general purpose of the convertible debt issuance

3. Definitions: Key terms used throughout the agreement, including financial and technical definitions

4. Loan Amount and Terms: Principal amount, interest rate, maturity date, and payment terms

5. Conversion Rights: Terms and conditions for converting debt to equity, including conversion price and mechanics

6. Conversion Triggers: Events that trigger automatic or optional conversion, including qualified financing rounds

7. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority

8. Covenants: Ongoing obligations of the company during the term of the debt

9. Events of Default: Circumstances constituting default and corresponding remedies

10. Amendments and Waivers: Procedures for modifying the agreement or waiving rights

11. Assignment and Transfer: Terms governing the transfer of the convertible debt

12. Notices: Communication requirements and contact information

13. Governing Law: Specification of Canadian law and jurisdiction

14. General Provisions: Miscellaneous legal provisions including severability and entire agreement

Optional Sections

1. Security Interest: Used when the convertible debt is secured by company assets

2. Information Rights: Added when lenders are granted specific rights to company information

3. Board Observer Rights: Included when lenders are granted rights to observe board meetings

4. Pre-emptive Rights: Used when lenders are given rights to participate in future financing rounds

5. Most Favored Nation Provision: Added to protect lenders if better terms are offered in subsequent convertible debt issuances

6. Tax Provisions: Detailed tax treatments when complex tax implications are involved

7. Foreign Investment Provisions: Required when involving non-Canadian investors

8. Registration Rights: Included when addressing future public offering scenarios

Suggested Schedules

1. Schedule A - Conversion Calculations: Detailed methodology for calculating conversion price and number of shares

2. Schedule B - Form of Conversion Notice: Standard form for exercising conversion rights

3. Schedule C - Capitalization Table: Current capital structure of the company

4. Schedule D - Company Disclosure Schedule: Exceptions to representations and warranties

5. Schedule E - Security Agreement: Details of security interest if debt is secured

6. Appendix 1 - Wire Transfer Instructions: Banking details for funding the loan

7. Appendix 2 - Shareholder Rights: Rights attached to shares post-conversion

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

Relevant legal definitions













































Clauses































Relevant Industries

Technology

Software

Biotechnology

Clean Energy

Financial Services

E-commerce

Healthcare Technology

Manufacturing

Consumer Products

Professional Services

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Executive Leadership

Board of Directors

Investment Relations

Compliance

Corporate Governance

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Counsel

Investment Manager

Venture Capitalist

Corporate Secretary

Finance Director

Treasury Manager

Investment Banker

Board Member

Financial Controller

General Counsel

Business Development Director

Startup Founder

Managing Partner

Industries








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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