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Convertible Debenture Agreement
"I need a Convertible Debenture Agreement under Swiss law for my biotech startup to secure CHF 2 million in funding from a venture capital firm, with a 5% annual interest rate and automatic conversion upon an IPO or qualified financing round."
1. Parties: Identification of the issuer and the debenture holder(s)
2. Background: Context of the agreement, including the issuer's business and purpose of the convertible debenture
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Issuance: Terms of subscription, payment, and issuance of the debenture
5. Principal Amount and Interest: Details of the principal amount, interest rate, calculation methods, and payment terms
6. Conversion Rights: Terms and conditions governing the conversion of the debenture into equity, including conversion price and ratio
7. Conversion Procedure: Process and mechanics for exercising conversion rights
8. Conversion Period: Timing and duration of when conversion rights can be exercised
9. Representations and Warranties: Standard representations and warranties from both parties
10. Issuer Covenants: Ongoing obligations of the issuer during the term of the debenture
11. Events of Default: Circumstances constituting default and consequences thereof
12. Transferability: Terms governing the transfer of the debenture
13. Notices: Communication requirements and methods between parties
14. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability
1. Security: Terms of any security or collateral provided (if the debenture is secured)
2. Subordination: Provisions regarding ranking of the debenture (if subordinated to other debt)
3. Registration Rights: Rights regarding registration of converted shares (if applicable for listed companies)
4. Anti-dilution Provisions: Protections against dilution of conversion rights (if applicable)
5. Tax Gross-up: Provisions for tax gross-up payments (if agreed between parties)
6. Mandatory Conversion: Terms for mandatory conversion scenarios (if applicable)
7. Change of Control: Special provisions triggered by change of control events (if required)
8. Multiple Holders: Provisions for multiple debenture holders and their rights (if applicable)
1. Schedule 1 - Form of Debenture Certificate: Template of the physical or electronic debenture certificate
2. Schedule 2 - Conversion Notice: Form of notice to be used when exercising conversion rights
3. Schedule 3 - Calculation of Interest: Detailed methods and examples of interest calculations
4. Schedule 4 - Conversion Price Adjustments: Formula and methods for adjusting conversion price
5. Schedule 5 - Company Information: Key information about the issuing company
6. Appendix A - Shareholders' Resolution: Copy of shareholders' resolution approving the issuance
7. Appendix B - Board Resolution: Copy of board resolution approving the issuance
8. Appendix C - Articles of Association: Current articles of association of the issuer
Authors
Technology
Biotechnology
Financial Services
Manufacturing
Renewable Energy
Real Estate
Healthcare
Telecommunications
Software
E-commerce
Clean Technology
Life Sciences
Infrastructure
Media and Entertainment
Legal
Finance
Treasury
Corporate Development
Compliance
Risk Management
Board Secretariat
Investment
Corporate Affairs
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Finance Director
Company Secretary
Compliance Officer
Treasury Manager
Corporate Development Director
Investment Banker
Financial Controller
Board Member
Legal Counsel
Risk Manager
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