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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."
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.
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
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
Technology
Manufacturing
Renewable Energy
Real Estate
Healthcare
Infrastructure
Financial Services
Telecommunications
Biotechnology
E-commerce
Software Development
Clean Technology
Legal
Finance
Treasury
Corporate Development
Compliance
Risk Management
Board of Directors
Executive Management
Corporate Secretariat
Investment Relations
Accounting
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
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