Convertible Bond Subscription Agreement for the United States

Convertible Bond Subscription Agreement Template for United States

A legally binding agreement governed by U.S. law that establishes the terms and conditions under which an investor subscribes to convertible bonds issued by a company. The agreement details the subscription amount, interest rate, conversion terms, representations and warranties, and events of default. It complies with U.S. federal and state securities laws, including registration requirements or applicable exemptions.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Convertible Bond Subscription Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Convertible Bond Subscription Agreement?

A Convertible Bond Subscription Agreement is essential when a company seeks to raise capital through debt that can be converted into equity. This document, structured under U.S. securities laws, provides flexibility for both issuers and investors by combining debt security with potential equity participation. It's commonly used by growth companies needing funding without immediate equity dilution, while giving investors the option to convert their investment into shares. The agreement must comply with federal and state securities regulations, including registration requirements or exemption qualifications under the Securities Act of 1933.

What sections should be included in a Convertible Bond Subscription Agreement?

1. Parties: Identification of issuer and subscriber(s)

2. Background: Context of the bond issuance and purpose

3. Definitions: Key terms used throughout the agreement including bond terms, conversion rights, and relevant securities laws references

4. Subscription and Issue: Terms of subscription and issuance of the bonds, including subscription amount, issue price, and closing conditions

5. Conversion Rights: Terms and conditions for converting bonds to equity, including conversion price, period, and mechanics

6. Interest and Repayment: Interest rate, payment schedule, repayment terms, and early redemption provisions

7. Representations and Warranties: Statements of fact and assurances from both parties regarding capacity, authority, and compliance with securities laws

8. Covenants: Ongoing obligations of the issuer including financial covenants, reporting requirements, and restrictions

9. Events of Default: Circumstances constituting default and consequences, including acceleration rights

10. Transferability: Restrictions on transfer of the bonds and compliance with securities laws

11. Meetings and Voting: Procedures for bondholder meetings and voting rights

12. Governing Law and Jurisdiction: Applicable law and dispute resolution procedures

What sections are optional to include in a Convertible Bond Subscription Agreement?

1. Security: Terms of any security provided for the bonds, including type of security, enforcement rights, and priority

2. Trustee Provisions: Appointment and duties of trustee, including rights, obligations, and replacement procedures

3. Tag-Along Rights: Rights of bondholders to participate in sale of company shares

4. Anti-dilution Protection: Provisions protecting bondholders from dilution of conversion rights

5. Information Rights: Additional information and inspection rights granted to bondholders

What schedules should be included in a Convertible Bond Subscription Agreement?

1. Form of Bond Certificate: Template of the bond certificate including terms and conditions

2. Conversion Notice: Standard form for exercising conversion rights

3. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the bond issuance

4. Security Documents: If applicable, security documentation including charges and pledges

5. Financial Statements: Recent financial statements and projections of the issuer

6. Disclosure Schedule: Detailed disclosures relating to representations and warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Security Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Securities Act of 1933 and Securities Exchange Act of 1934: Primary federal securities laws governing registration requirements, exemptions, and ongoing reporting obligations for securities offerings. Includes Regulation D for private placement exemptions and Rule 144 for resale restrictions.

State Securities Laws (Blue Sky Laws): State-specific regulations governing securities offerings, including registration requirements, disclosure obligations, and exemptions that vary by jurisdiction.

Trust Indenture Act of 1939: Federal law governing bond indentures, trustee obligations and qualifications, and bondholder rights and protections in debt securities offerings.

Investment Company Act of 1940: Federal legislation that may apply depending on the issuer's status, regulating investment companies and their activities.

State Corporate Law: State-specific corporate laws (e.g., Delaware General Corporation Law) governing authorization for issuance of convertible securities, board and shareholder approval requirements.

Internal Revenue Code: Federal tax laws affecting debt instruments, including Original Issue Discount (OID) rules and tax treatment of conversion features.

Uniform Commercial Code: State-adopted uniform laws, particularly Articles 8 (Investment Securities) and 9 (Secured Transactions), governing securities and secured transactions.

Exchange Rules: Rules and regulations of securities exchanges that apply to listed companies issuing convertible securities.

Dodd-Frank Act: Federal legislation enacted in response to the 2008 financial crisis, containing provisions affecting securities offerings and financial instruments.

Sarbanes-Oxley Act: Federal law establishing corporate governance and financial reporting requirements for public companies.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Credit Agreement Margin Account

A U.S.-governed agreement establishing terms for margin lending between a broker-dealer and customer for securities trading.

find out more

Model Intercreditor Agreement

A U.S.-law governed agreement establishing rights and priorities between different classes of creditors in secured financing transactions.

find out more

Simple Loan Agreement With Collateral

A U.S. legal agreement establishing terms for a secured loan, including collateral provisions and repayment terms.

find out more

Sale Of LLC Interest Agreement

A U.S. legal agreement documenting the sale and transfer of ownership interests in a Limited Liability Company from one party to another.

find out more

Sale Of Shares Agreement LLC

A U.S. legal agreement documenting the sale and transfer of ownership interests in a Limited Liability Company.

find out more

Collateral Substitute Exchange Agreement

A U.S. legal agreement enabling the exchange of existing loan collateral with substitute collateral while maintaining security interests under UCC provisions.

find out more

Chattel Mortgage Security Agreement

A U.S. legal document creating a security interest in movable property (chattel) to secure a loan, governed by the UCC and state laws.

find out more

Pre Lease Deposit Agreement

A U.S. legal document securing a deposit payment prior to executing a formal lease agreement, subject to state-specific property laws.

find out more

Lending Agreement With Collateral

A U.S.-governed agreement establishing terms for a secured loan, including collateral provisions and security interests under UCC.

find out more

Security Agreement Contract

A U.S.-governed agreement creating a security interest in collateral to secure an obligation, subject to UCC Article 9.

find out more

Pledge Security Agreement

A U.S. law-governed agreement creating a security interest in assets to secure an obligation, subject to UCC Article 9.

find out more

Auto Security Agreement

A U.S. legal document creating a lender's security interest in a motor vehicle under UCC Article 9 and state laws.

find out more

Restaurant Investment Contract

A U.S.-governed agreement establishing terms for restaurant business investment, including ownership rights and profit-sharing arrangements.

find out more

Broker Dealer Referral Agreement

A U.S.-governed agreement establishing terms for referring clients to broker-dealers, compliant with SEC and FINRA regulations.

find out more

Key Holding Contract

A U.S.-compliant agreement governing the professional storage and management of property keys by a security service provider.

find out more

Security Interest Agreement

A U.S. legal document creating an enforceable security interest in collateral under UCC Article 9 to secure an obligation.

find out more

Safe Deposit Box Lease Agreement

A U.S.-governed agreement between a financial institution and customer for the rental and use of a secure storage box within the institution's premises.

find out more

Mortgage Security Agreement

A U.S. legal document creating a security interest in real property to secure a loan, subject to federal and state mortgage regulations.

find out more

Stock Collateral Loan Agreement

A U.S.-governed agreement establishing terms for a loan secured by stocks or securities, subject to federal and state securities regulations.

find out more

Pledged Collateral Account Control Agreement

A U.S. tri-party agreement establishing control over accounts pledged as collateral under UCC Article 9.

find out more

Tri Party Collateral Agreement

A U.S.-governed agreement between three parties establishing terms for custody and management of collateral assets, including rights and obligations of pledgor, secured party, and custodian.

find out more

Safe Deposit Box Rental Agreement

A U.S.-compliant contract establishing terms for renting a secure storage box from a financial institution.

find out more

Purchase Money Security Agreement

A U.S. legal document under UCC Article 9 that creates a security interest in specific purchased goods to secure their financing.

find out more

Master Loan And Security Agreement

A U.S.-governed agreement combining loan terms and security arrangements for secured lending transactions.

find out more

Loan Against Shares Agreement

A U.S.-governed agreement establishing terms for loans secured by shares as collateral, subject to federal and state securities regulations.

find out more

Cyber Security Agreement

A U.S.-governed agreement establishing terms for cybersecurity services, data protection, and incident response procedures.

find out more

Confidentiality Ip And Data Protection Agreement

A U.S.-governed agreement combining confidentiality, IP protection, and data privacy compliance obligations.

find out more

Preferred Stock Subscription Agreement

A U.S.-governed agreement documenting the purchase of preferred stock by investors, including terms, conditions, and rights of the investment.

find out more

Debenture Purchase Agreement

A U.S.-governed agreement for the issuance and purchase of corporate debentures, subject to federal and state securities laws.

find out more

Purchase Security Agreement

A U.S. legal document creating a security interest in property to secure payment or performance of an obligation, governed by UCC Article 9.

find out more

Note And Warrant Purchase Agreement

A U.S.-governed agreement establishing terms for investors to purchase convertible notes and warrants from a company.

find out more

Note And Security Agreement

A U.S. legal document combining a promissory note with a security agreement, establishing loan terms and collateral rights under UCC provisions.

find out more

Global Collateral Account Control Agreement

A U.S.-governed agreement establishing control over global collateral accounts and security interests under UCC regulations.

find out more

Factoring And Security Agreement

A U.S.-governed agreement establishing terms for the sale of accounts receivable to a factor and granting associated security interests.

find out more

Debenture Trustee Agreement

A U.S.-governed agreement appointing a trustee to act on behalf of debenture holders and setting out the terms of the relationship between issuer and trustee.

find out more

Data Protection Agreement

A legally binding agreement governing personal data processing and protection under U.S. federal and state privacy laws.

find out more

Consumer Security Agreement

A U.S. legal document that establishes a lender's security interest in a consumer borrower's property as collateral for a loan or credit.

find out more

Commercial Pledge Agreement

A U.S.-governed agreement establishing a security interest in assets as collateral for securing obligations.

find out more

Collateral Control Agreement

A U.S.-governed agreement establishing third-party control over collateral securing a loan or obligation, subject to UCC Article 9.

find out more

Preferred Equity Agreement

A U.S.-governed agreement establishing terms and conditions for preferred stock issuance, including investor rights and privileges.

find out more
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it

2 Docs LeftAccess Now