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The Debenture Subscription Agreement is a crucial document used when companies seek to raise funds through the issuance of debt instruments in Switzerland. It is particularly relevant for medium to large-scale financing transactions where companies issue debentures to multiple subscribers. The agreement must comply with Swiss financial regulations, including the Financial Services Act (FinSA) and the Code of Obligations, and typically includes detailed provisions on subscription terms, payment mechanisms, interest calculations, redemption rights, and default scenarios. This document is essential for both private and public offerings of debt instruments in Switzerland, requiring careful consideration of Swiss securities laws, financial market regulations, and corporate law requirements. The agreement serves as the foundational document establishing the relationship between the issuer and debenture holders, often accompanied by various security documents and regulatory disclosures.

1. Parties: Identification of the Issuer and the Subscriber(s)

2. Background: Context of the debenture issuance, corporate approvals obtained, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Subscription and Issuance: Core terms of the debenture subscription, including amount, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective

6. Closing: Details of the closing process, timing, and deliverables

7. Representations and Warranties: Statements of fact and assurances from both the Issuer and Subscriber

8. Covenants: Ongoing obligations of the Issuer and Subscriber

9. Interest and Redemption: Terms regarding interest payments and redemption of the debentures

10. Events of Default: Circumstances constituting default and consequences thereof

11. Transferability: Provisions regarding the transfer of debentures and any restrictions

12. Notices: Process and requirements for formal communications between parties

13. Confidentiality: Obligations regarding confidential information

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions

15. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability