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Compulsory Convertible Debentures Agreement
Need a Compulsory Convertible Debentures Agreement for a Canadian technology startup raising CAD 5 million, with mandatory conversion in March 2025 or upon reaching CAD 20 million in revenue, including anti-dilution protection and board nomination rights for major debenture holders.
1. Parties: Identification of the issuing company and the debenture holders
2. Background: Context of the debenture issuance, including corporate authorizations and purpose of the financing
3. Definitions: Key terms used throughout the agreement, including financial, technical, and legal definitions
4. Debenture Terms: Principal amount, interest rate, maturity date, and ranking of the debentures
5. Interest Payments: Terms regarding calculation, payment periods, and method of interest payments
6. Mandatory Conversion: Terms and conditions of the mandatory conversion, including trigger events, conversion price, and mechanics
7. Conversion Mechanics: Detailed process for conversion, including notice requirements, share issuance procedures, and fractional shares treatment
8. Representations and Warranties: Standard representations from both issuer and debenture holders
9. Covenants: Ongoing obligations of the issuer, including financial covenants and corporate governance requirements
10. Events of Default: Circumstances constituting default and consequences thereof
11. Notices: Communication requirements and methods between parties
12. Amendment and Waiver: Procedures for modifying the agreement or waiving rights
13. Governing Law: Specification of applicable law and jurisdiction
14. General Provisions: Standard boilerplate provisions including severability, entire agreement, and counterparts
1. Security: Include if the debentures are secured by company assets
2. Anti-dilution Provisions: Include for protection against share dilution prior to conversion
3. Tag-Along Rights: Include if debenture holders are granted participation rights in sale transactions
4. Board Nomination Rights: Include if debenture holders are granted rights to nominate directors
5. Registration Rights: Include for public companies or where public listing is contemplated
6. Subordination: Include if ranking of debentures needs to be subordinated to other debt
7. Tax Provisions: Include specific tax treatment and withholding requirements if applicable
8. Foreign Ownership Restrictions: Include if relevant under Investment Canada Act or industry-specific regulations
1. Form of Debenture Certificate: Template of the physical or electronic debenture certificate
2. Conversion Notice: Standard form for executing the conversion process
3. Calculation of Conversion Price: Detailed methodology for determining the conversion price
4. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the debenture issuance
5. Security Documents: If secured, details of security arrangements and registrations
6. Shareholders Agreement: Terms governing shareholding post-conversion
7. Financial Covenants Calculation: Methodology for calculating financial covenants
8. Disclosure Schedule: Exceptions to representations and warranties
Authors
Applicable Law
Business Day
Change of Control
Closing Date
Company
Conversion Date
Conversion Notice
Conversion Price
Conversion Ratio
Conversion Rights
Conversion Shares
Debenture Certificate
Debenture Holders
Debentures
Default Interest Rate
Encumbrance
Event of Default
Extraordinary Resolution
Financial Indebtedness
Financial Statements
GAAP
Governmental Authority
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Material Adverse Effect
Maturity Date
Ordinary Shares
Outstanding Principal Amount
Permitted Encumbrance
Person
Principal Amount
Redemption Date
Redemption Notice
Register
Registrar
Regulatory Approvals
Related Party
Relevant Stock Exchange
Securities Laws
Security
Security Documents
Share Capital
Shareholder Approval
Subsidiary
Tax
Trading Day
Transaction Documents
Transfer
Trustee
Interest Payments
Repayment
Security
Mandatory Conversion
Anti-dilution
Representations and Warranties
Covenants
Events of Default
Remedies
Transfer Restrictions
Subordination
Registration Rights
Tag-Along Rights
Information Rights
Board Rights
Voting Rights
Confidentiality
Assignment
Notices
Amendments
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Counterparts
Third Party Rights
Technology and Software
Manufacturing
Mining and Resources
Clean Energy and Renewables
Real Estate and Property Development
Healthcare and Life Sciences
Financial Services
Infrastructure
Consumer Goods
Telecommunications
Legal
Finance
Treasury
Corporate Development
Compliance
Executive Leadership
Board of Directors
Investment Management
Corporate Secretariat
Risk Management
Chief Financial Officer
Corporate Finance Manager
Investment Banker
Securities Lawyer
Corporate Lawyer
Finance Director
Treasury Manager
Company Secretary
Compliance Officer
Investment Manager
Portfolio Manager
Chief Legal Officer
Financial Controller
Chief Executive Officer
Board Director
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