The Debenture Purchase Agreement is a crucial document used when a company wishes to raise debt finance through the issuance of debentures. It provides the legal framework for the relationship between the issuer and purchaser(s), detailing the terms of the debt instrument, security provisions, and compliance requirements under English and Welsh law. This agreement is particularly important for companies seeking medium to long-term financing and needs to comply with the Companies Act 2006, Financial Services and Markets Act 2000, and relevant FCA regulations. The document typically includes detailed provisions on payment terms, security arrangements, events of default, and enforcement mechanisms.
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1. Parties: Identification of the issuer and purchaser(s) of the debenture
2. Background: Context of the transaction and purpose of the debenture issuance
3. Definitions: Key terms used throughout the agreement including references to relevant legislation (Companies Act 2006, FSMA 2000, etc.)
4. Subscription Details: Terms of purchase, including price and quantity of debentures
5. Payment Terms: Payment mechanics and timing for the debenture purchase
6. Conditions Precedent: Conditions that must be satisfied before completion of the purchase
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority
8. Covenants: Ongoing obligations of the parties throughout the term of the debenture
9. Events of Default: Circumstances constituting default and consequences thereof
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Security Provisions: Details of any security arrangements when the debenture is secured
2. Conversion Rights: Terms and conditions for converting debentures to shares, applicable for convertible debentures
3. Transfer Restrictions: Limitations and conditions on the transfer of debentures to third parties
4. Tax Provisions: Specific tax-related obligations and arrangements between the parties
1. Form of Debenture Certificate: Template of the physical debenture certificate to be issued
2. Conditions Precedent Documents: List of required documents and conditions to be satisfied before completion
3. Form of Transfer Instrument: Template document for transferring debentures between parties
4. Security Documents: Details of security arrangements and related documentation
5. Payment Schedule: Detailed schedule of interest and principal payments throughout the term
6. Regulatory Compliance Checklist: List of regulatory requirements and compliance obligations under FSMA and FCA regulations
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