Debenture Subscription Agreement Template for Hong Kong

1. Parties: Identification of the Issuer (Company) and the initial Subscriber(s)

2. Background: Recitals explaining the context of the debenture issuance and the Company's authority to issue

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Subscription and Issue: Terms of subscription, payment obligations, and conditions precedent to issuance

5. Representations and Warranties: Representations and warranties by the Company and Subscribers

6. Covenants: Ongoing obligations of the Company, including financial covenants and reporting requirements

7. Interest and Repayment: Terms of interest calculation, payment dates, and principal repayment

8. Events of Default: Circumstances constituting default and consequences thereof

9. Transferability: Provisions regarding transfer of debentures and registration requirements

10. Meetings and Voting: Procedures for debenture holders' meetings and voting rights

11. Notices: Requirements for giving notices under the agreement

12. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions

13. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability

1. Form of Debenture Certificate: Template of the physical debenture certificate if applicable

2. Conditions Precedent: List of conditions to be satisfied before issuance

3. Form of Transfer Instrument: Template for instrument of transfer for the debentures

4. Financial Covenants: Detailed financial covenants and calculation methodologies

5. Meeting Procedures: Detailed procedures for debenture holders' meetings

6. Form of Directors' Certificate: Template for compliance certificates to be provided by directors

7. Security Documents: Forms of security documents if debentures are secured