Convertible Bond Agreement Template for Austria

The Convertible Bond Agreement serves as a crucial financing instrument for companies seeking to raise capital while offering investors the potential for equity participation. Used primarily by growth-stage companies or established businesses requiring expansion capital, this document type is specifically tailored to meet Austrian legal requirements and market practices. The agreement comprehensively covers bond terms, conversion mechanics, investor protections, and issuer obligations, while ensuring compliance with Austrian corporate law, securities regulations, and capital market requirements. It typically involves detailed provisions for interest payments, conversion price adjustments, anti-dilution protections, and corporate governance matters. The document's structure reflects the hybrid nature of convertible bonds as both debt and potential equity instruments, incorporating necessary safeguards for all parties involved.

1. Parties: Identification of the issuing company and the bondholder(s) or trustee

2. Background: Context of the bond issuance, including corporate approvals and purpose

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Bond Issuance and Status: Details of the bonds being issued, their status and ranking

5. Subscription and Allotment: Terms of subscription, payment and allotment of the bonds

6. Interest: Interest rate, calculation methods, payment dates and interest payment mechanics

7. Conversion Rights: Terms and conditions under which bonds can be converted into shares

8. Conversion Price and Adjustments: Initial conversion price and circumstances requiring adjustments

9. Conversion Procedures: Process and mechanics for exercising conversion rights

10. Redemption and Purchase: Terms for redemption at maturity, early redemption rights, and company purchase rights

11. Payments: Mechanics for making payments under the bonds

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

13. Covenants: Issuer's ongoing obligations and restrictions

14. Events of Default: Circumstances constituting default and consequences

15. Meetings of Bondholders: Procedures for bondholder meetings and collective decision-making

16. Notices: Methods and requirements for formal communications

17. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction for disputes