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Convertible Bond Agreement Template for Germany

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Key Requirements PROMPT example:

Convertible Bond Agreement

"Need a Convertible Bond Agreement for our German tech startup to raise €5 million, with a 5% annual interest rate and conversion rights exercisable after March 2025, including standard anti-dilution provisions and technology company-specific covenants."

Document background
The Convertible Bond Agreement is a crucial financing instrument used by companies seeking to raise capital while offering investors the potential upside of equity participation. This document is particularly relevant for growth-stage companies and established corporations in Germany looking to secure funding without immediate equity dilution. The agreement must comply with German legal requirements, particularly the Stock Corporation Act (Aktiengesetz) and the German Bond Act (Schuldverschreibungsgesetz). It typically includes detailed provisions on bond terms, conversion mechanisms, bondholder rights, and issuer obligations. The document is commonly used in financing rounds, expansion projects, or restructuring situations where traditional debt or pure equity financing may be less attractive. The Convertible Bond Agreement needs to carefully balance the interests of both the issuing company and bondholders while ensuring compliance with German regulatory requirements and market standards.
Suggested Sections

1. Parties: Identification of the issuer and the bondholder(s) or their representative

2. Background: Context of the bond issuance and purpose of the financing

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Conversion Rights: Terms and conditions for converting bonds into shares, including conversion price and period

6. Conversion Procedures: Detailed process for exercising conversion rights and issuance of shares

7. Representations and Warranties: Statements of fact and assurances from the issuer

8. Issuer Covenants: Ongoing obligations of the issuer during the bond term

9. Events of Default: Circumstances constituting default and consequences

10. Bondholder Rights: Rights of bondholders including voting and collective action

11. Transfers and Trading: Rules for transferring or trading the bonds

12. Notices: Requirements for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

14. General Provisions: Standard boilerplate clauses including amendments, severability, etc.

Optional Sections

1. Security Arrangements: Required if the bonds are secured by specific assets or guarantees

2. Guarantee: Used when there is a parent company or third-party guarantee

3. Subordination Provisions: Required if the bonds are subordinated to other debt

4. Tax Provisions: Detailed tax clauses if specific tax treatments or gross-up provisions apply

5. Registration Rights: Required if bondholders have rights to register converted shares

6. Market Protection: Anti-dilution and other market protection provisions if needed

7. Trustee Provisions: Required if a bond trustee is appointed to represent bondholders

Suggested Schedules

1. Form of Bond Certificate: Template of the physical or global bond certificate

2. Conversion Notice: Form for bondholders to exercise conversion rights

3. Calculation Methods: Detailed procedures for calculating interest, conversion price adjustments

4. Description of Share Capital: Details of the issuer's share capital structure

5. Anti-dilution Adjustments: Detailed mechanisms for adjusting conversion terms upon corporate events

6. Meeting Procedures: Rules for bondholder meetings and voting procedures

7. Technical Terms of the Bonds: Detailed technical specifications of the bonds

8. Form of Transfer Certificate: Template for transferring bonds between holders

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

Manufacturing

Renewable Energy

Real Estate

Healthcare

Infrastructure

Financial Services

Telecommunications

Biotechnology

E-commerce

Software Development

Clean Technology

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Compliance

Risk Management

Board of Directors

Executive Management

Corporate Secretariat

Investment Relations

Accounting

Relevant Roles

Chief Financial Officer

General Counsel

Finance Director

Corporate Treasurer

Investment Manager

Legal Counsel

Corporate Secretary

Financial Controller

Compliance Officer

Investment Banker

Bond Trustee

Securities Lawyer

Risk Manager

Corporate Finance Manager

Board Member

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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