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1. Parties: Identification of the issuer and purchaser(s)
2. Background: Context of the debenture issuance and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Terms of the debenture purchase, including price and quantity
5. Terms of Debentures: Interest rate, maturity, redemption rights, and other key terms
6. Representations and Warranties: Statements of fact by both parties
7. Covenants: Ongoing obligations of the issuer
8. Events of Default: Circumstances constituting default and remedies
9. Closing Conditions: Conditions precedent to purchase
1. Registration Rights: Rights to register securities for public trading (when purchasers require ability to resell securities)
2. Conversion Rights: Terms for converting debentures to equity (for convertible debentures only)
3. Subordination Provisions: Terms of subordination to other debt (for subordinated debentures)
1. Schedule of Purchasers: List of purchasers and their purchase amounts
2. Form of Debenture: Specimen form of the debenture certificate
3. Disclosure Schedule: Exceptions to representations and warranties
4. Corporate Resolutions: Evidence of authority to issue debentures
5. Legal Opinion: Form of legal opinion to be delivered at closing
Agreement
Business Day
Closing
Closing Date
Company Material Adverse Effect
Debentures
Default
Event of Default
GAAP
Governmental Authority
Indebtedness
Interest Payment Date
Interest Rate
Issue Date
Law
Laws
Lien
Maturity Date
Material Contract
Person
Principal Amount
Purchase Price
Purchaser
Purchasers
Redemption Date
Redemption Price
Register
Registrar
Securities Act
Security Interest
Subsidiary
Tax
Taxes
Transaction Documents
Transfer
Trustee
Trust Indenture Act
Purchase and Sale
Consideration
Interest
Maturity
Redemption Rights
Default
Remedies
Registration Rights
Transfer Restrictions
Covenants
Subordination
Security
Information Rights
Voting Rights
Amendments and Waivers
Notices
Assignment
Confidentiality
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Indemnification
Termination
Survival
Severability
Entire Agreement
Counterparts
Further Assurances
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