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Convertible Bond Agreement
"I need a Convertible Bond Agreement for my Pakistan-based technology startup to raise PKR 50 million from three venture capital investors, with a 12% annual interest rate and automatic conversion upon a qualified financing round of PKR 200 million or more."
1. Parties: Identification of the Issuer (Company) and the Bondholder(s)
2. Background: Context of the bond issuance and purpose of the financing
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Bond Terms: Principal amount, interest rate, maturity date, and payment terms
5. Conversion Rights: Terms and conditions under which bonds can be converted into shares
6. Conversion Price and Adjustments: Initial conversion price and mechanisms for adjustments
7. Issuer's Representations and Warranties: Company's statements regarding its legal status, authority, and financial condition
8. Bondholder's Representations and Warranties: Bondholder's statements regarding authority and investment intent
9. Covenants: Ongoing obligations of the Issuer during the term of the bonds
10. Events of Default: Circumstances constituting default and consequences
11. Security: Any security or collateral backing the bonds
12. Transferability: Terms governing the transfer of bonds
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Pakistani law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Tag-Along Rights: Optional section for when bondholders are given the right to participate in sale of company shares
2. Anti-Dilution Protection: Additional protections against share dilution, used when specifically negotiated
3. Board Representation: Rights of bondholders to board representation, included when agreed
4. Information Rights: Special information rights for bondholders, often included for institutional investors
5. Registration Rights: Rights related to registration of converted shares, relevant if public listing is contemplated
6. Subordination Provisions: Include when bonds are subordinated to other debt
7. Shareholder Approval: Required when shareholder approval is a condition precedent
8. Foreign Investment Provisions: Include when bondholders include foreign investors
1. Schedule 1 - Bond Certificate Form: Template for the physical bond certificate
2. Schedule 2 - Conversion Notice: Form of notice to be used when exercising conversion rights
3. Schedule 3 - Calculation of Conversion Price: Detailed methodology for calculating and adjusting conversion price
4. Schedule 4 - Company Information: Key corporate and financial information about the Issuer
5. Schedule 5 - Conditions Precedent: List of conditions to be satisfied before bond issuance
6. Schedule 6 - Security Documents: Forms of security documents if bonds are secured
7. Appendix A - Corporate Authorizations: Copies of required corporate approvals and resolutions
8. Appendix B - Regulatory Approvals: Copies of necessary regulatory approvals and filings
Authors
Technology and Startups
Financial Services
Manufacturing
Real Estate Development
Telecommunications
Healthcare and Pharmaceuticals
Energy and Infrastructure
E-commerce
Education Technology
Renewable Energy
Legal
Finance
Corporate Secretariat
Treasury
Compliance
Risk Management
Corporate Development
Investor Relations
Board of Directors
Executive Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Banker
Company Secretary
Finance Director
Legal Counsel
Compliance Officer
Investment Manager
Board Director
Financial Controller
Treasury Manager
Corporate Finance Manager
Risk Manager
Investor Relations Manager
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