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The Bond Subscription Agreement is utilized when an entity wishes to raise capital through the issuance of bonds in the New Zealand market. This document is essential for both private placements and public offerings of bonds, establishing the legal relationship between the issuer and subscribers while ensuring compliance with New Zealand's regulatory framework, particularly the Financial Markets Conduct Act 2013. It contains critical information about the bonds being issued, including financial terms, security arrangements (if any), representations and warranties, and ongoing obligations of the parties. The agreement is typically part of a broader suite of documents for bond issuance and may be accompanied by an information memorandum or product disclosure statement, depending on the nature of the offering and the type of investors being targeted.

1. Parties: Identifies the Bond Issuer and the Subscriber(s), including full legal names and registration details

2. Background: Sets out the context of the bond issuance and the purpose of the agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Bond Subscription: Details of the bonds being subscribed for, including face value, issue price, and quantity

5. Payment Terms: Specifies the payment obligations, timing, and method of payment for the bonds

6. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective

7. Representations and Warranties: Standard representations and warranties from both the Issuer and Subscriber

8. Interest and Yield: Details of interest rate, calculation methods, and payment dates

9. Maturity and Redemption: Terms regarding maturity date and redemption processes

10. Events of Default: Circumstances constituting default and consequential rights

11. Transferability: Rules and restrictions regarding the transfer of bonds

12. Notices: Communication procedures between parties

13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments