The Convertible Bond Subscription Agreement is a crucial financing instrument used by Indian companies seeking to raise capital while offering investors the flexibility to convert their investment into equity shares. This document is typically employed when companies need growth capital but want to defer equity dilution, or when investors seek the security of debt with potential equity upside. The agreement must comply with Indian regulatory requirements, including the Companies Act, 2013, SEBI regulations, and foreign investment laws if applicable. It contains detailed provisions covering bond terms, conversion mechanics, investor protections, and company obligations, making it suitable for both domestic and international investment scenarios. The document is particularly relevant for growth-stage companies and serves as a bridge between debt and equity financing.
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1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the transaction, including company's business and purpose of raising funds through convertible bonds
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Subscription and Issue: Core terms of the bond subscription, including amount, price, and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before the subscription obligation becomes binding
6. Closing: Mechanics and requirements for completing the subscription transaction
7. Bond Terms: Key terms of the bonds including interest rate, maturity, and repayment provisions
8. Conversion Rights: Terms governing the conversion of bonds into equity, including conversion price, timing, and mechanics
9. Company Representations and Warranties: Company's representations about its status, authority, and business
10. Subscriber Representations and Warranties: Subscriber's representations about their status and authority to invest
11. Company Covenants: Ongoing obligations of the company during the bond term
12. Events of Default: Circumstances constituting default and consequences thereof
13. Transferability: Terms governing the transfer of bonds to third parties
14. Notices: Process for formal communications between parties
15. Confidentiality: Obligations regarding confidential information
16. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
17. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability
1. Foreign Investment Compliance: Required when subscribers include foreign investors, addressing FEMA compliance and reporting requirements
2. Tag-Along Rights: Included when subscribers are given the right to participate in future sales of shares by promoters
3. Anti-Dilution Protection: Additional protections for subscribers against future dilutive issuances
4. Information Rights: Specific rights of bondholders to receive company information beyond statutory requirements
5. Board Observer Rights: Rights of bondholders to appoint observers to the company's board
6. Pre-emptive Rights: Rights of bondholders to participate in future funding rounds
7. Multiple Classes of Bonds: Required when different classes of convertible bonds are being issued with varying rights
1. Bond Terms and Conditions: Detailed terms of the bonds including calculations, adjustments, and procedures
2. Form of Bond Certificate: Template for the physical or digital bond certificate
3. Conversion Notice: Form to be used by bondholders to exercise conversion rights
4. Corporate Authorizations: Copies of board and shareholder resolutions approving the bond issuance
5. Disclosure Schedule: Detailed disclosures related to company representations and warranties
6. Capitalization Table: Current and post-conversion capitalization structure of the company
7. List of Intellectual Property: Schedule of company's material intellectual property rights
8. Material Contracts: List of company's material contracts and obligations
9. Compliance Certificates: Forms of various compliance certificates required at closing
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Healthcare
Renewable Energy
E-commerce
Financial Services
Real Estate
Infrastructure
Telecommunications
Biotechnology
Education Technology
Software as a Service
Clean Technology
Agricultural Technology
Digital Media
Relevant Teams
Legal
Finance
Corporate Development
Treasury
Compliance
Company Secretarial
Board of Directors
Investment
Risk Management
Corporate Communications
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Manager
Corporate Lawyer
Company Secretary
Finance Director
Investment Banker
Private Equity Manager
Venture Capital Partner
Treasury Manager
Corporate Finance Manager
Compliance Officer
Legal Counsel
Investment Analyst
Board Director
Financial Controller
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