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Convertible Bond Agreement
"I need a Convertible Bond Agreement for my UK-based technology startup to issue £2 million in convertible bonds to three institutional investors, with a 5% interest rate and conversion rights exercisable after March 2025."
1. Parties: Identification of issuer and bondholder(s), including full legal names and registered addresses
2. Background: Context of the bond issuance, purpose of the financing, and key commercial terms
3. Definitions: Key terms used throughout the agreement, including financial, technical and legal definitions
4. Bond Terms: Principal amount, interest rate, maturity date, payment terms and mechanics of the bonds
5. Conversion Rights: Terms and conditions for converting bonds to shares, including conversion period, price and process
6. Representations and Warranties: Statements of fact and assurances from the issuer regarding its status and capacity
7. Covenants: Ongoing obligations of the issuer, including financial covenants and reporting requirements
8. Events of Default: Circumstances constituting default and consequences, including acceleration rights
9. Meetings and Voting: Procedures for bondholder meetings and voting on key decisions
10. Transfers and Registration: Rules and procedures for transfer of bonds and maintaining register of bondholders
11. Notices: Method and requirements for giving notices under the agreement
12. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Security: Details of any security or collateral provided for the bonds, including ranking and enforcement
2. Guarantees: Terms of any guarantees provided by third parties or group companies
3. Transfer Restrictions: Specific limitations on transfer of bonds, including any lock-up periods or qualifying criteria
4. Tax Provisions: Specific tax-related provisions, including gross-up obligations and withholding tax requirements
5. Change of Control: Specific provisions dealing with change of control of the issuer, including put rights
1. Form of Conversion Notice: Template notice for bondholders to exercise their conversion rights
2. Calculation of Conversion Price: Detailed methodology for determining share conversion price, including adjustments
3. Form of Bond Certificate: Template of the physical bond certificate if applicable, including key terms
4. Anti-dilution Provisions: Detailed provisions protecting bondholders from dilution through corporate actions
5. Details of Security: Detailed description of any security assets and enforcement mechanisms
6. Form of Transfer Certificate: Template for documenting transfers of bonds between holders
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