The Convertible Bond Agreement is a sophisticated financing instrument used when companies seek to raise capital while offering investors the flexibility to convert their debt investment into equity. This document, governed by English and Welsh law, is particularly valuable for growth-stage companies or those requiring bridge financing. It provides detailed terms for the bond issuance, including conversion rights, pricing mechanisms, and investor protections. The agreement must comply with UK securities laws, Financial Conduct Authority regulations, and the Companies Act 2006, making it a complex but essential tool for corporate financing.
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1. Parties: Identification of issuer and bondholder(s), including full legal names and registered addresses
2. Background: Context of the bond issuance, purpose of the financing, and key commercial terms
3. Definitions: Key terms used throughout the agreement, including financial, technical and legal definitions
4. Bond Terms: Principal amount, interest rate, maturity date, payment terms and mechanics of the bonds
5. Conversion Rights: Terms and conditions for converting bonds to shares, including conversion period, price and process
6. Representations and Warranties: Statements of fact and assurances from the issuer regarding its status and capacity
7. Covenants: Ongoing obligations of the issuer, including financial covenants and reporting requirements
8. Events of Default: Circumstances constituting default and consequences, including acceleration rights
9. Meetings and Voting: Procedures for bondholder meetings and voting on key decisions
10. Transfers and Registration: Rules and procedures for transfer of bonds and maintaining register of bondholders
11. Notices: Method and requirements for giving notices under the agreement
12. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Security: Details of any security or collateral provided for the bonds, including ranking and enforcement
2. Guarantees: Terms of any guarantees provided by third parties or group companies
3. Transfer Restrictions: Specific limitations on transfer of bonds, including any lock-up periods or qualifying criteria
4. Tax Provisions: Specific tax-related provisions, including gross-up obligations and withholding tax requirements
5. Change of Control: Specific provisions dealing with change of control of the issuer, including put rights
1. Form of Conversion Notice: Template notice for bondholders to exercise their conversion rights
2. Calculation of Conversion Price: Detailed methodology for determining share conversion price, including adjustments
3. Form of Bond Certificate: Template of the physical bond certificate if applicable, including key terms
4. Anti-dilution Provisions: Detailed provisions protecting bondholders from dilution through corporate actions
5. Details of Security: Detailed description of any security assets and enforcement mechanisms
6. Form of Transfer Certificate: Template for documenting transfers of bonds between holders
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