Convertible Debenture Agreement Template for Switzerland

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Key Requirements PROMPT example:

Convertible Debenture Agreement

"I need a Convertible Debenture Agreement under Swiss law for my biotech startup to secure CHF 2 million in funding from a venture capital firm, with a 5% annual interest rate and automatic conversion upon an IPO or qualified financing round."

Document background
The Convertible Debenture 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, structured under Swiss law, is particularly valuable for growth-stage companies that may not want immediate equity dilution but are willing to offer future equity participation. The agreement must comply with Swiss regulatory requirements, including the Swiss Code of Obligations and financial market regulations. It typically includes detailed provisions on conversion mechanics, pricing, triggers, and protections for both the issuer and debenture holders. The document is commonly used in scenarios where companies need substantial capital for expansion, acquisition, or operational growth, while investors seek the security of debt with potential equity upside.
Suggested Sections

1. Parties: Identification of the issuer and the debenture holder(s)

2. Background: Context of the agreement, including the issuer's business and purpose of the convertible debenture

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription and Issuance: Terms of subscription, payment, and issuance of the debenture

5. Principal Amount and Interest: Details of the principal amount, interest rate, calculation methods, and payment terms

6. Conversion Rights: Terms and conditions governing the conversion of the debenture into equity, including conversion price and ratio

7. Conversion Procedure: Process and mechanics for exercising conversion rights

8. Conversion Period: Timing and duration of when conversion rights can be exercised

9. Representations and Warranties: Standard representations and warranties from both parties

10. Issuer Covenants: Ongoing obligations of the issuer during the term of the debenture

11. Events of Default: Circumstances constituting default and consequences thereof

12. Transferability: Terms governing the transfer of the debenture

13. Notices: Communication requirements and methods between parties

14. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability

Optional Sections

1. Security: Terms of any security or collateral provided (if the debenture is secured)

2. Subordination: Provisions regarding ranking of the debenture (if subordinated to other debt)

3. Registration Rights: Rights regarding registration of converted shares (if applicable for listed companies)

4. Anti-dilution Provisions: Protections against dilution of conversion rights (if applicable)

5. Tax Gross-up: Provisions for tax gross-up payments (if agreed between parties)

6. Mandatory Conversion: Terms for mandatory conversion scenarios (if applicable)

7. Change of Control: Special provisions triggered by change of control events (if required)

8. Multiple Holders: Provisions for multiple debenture holders and their rights (if applicable)

Suggested Schedules

1. Schedule 1 - Form of Debenture Certificate: Template of the physical or electronic debenture certificate

2. Schedule 2 - Conversion Notice: Form of notice to be used when exercising conversion rights

3. Schedule 3 - Calculation of Interest: Detailed methods and examples of interest calculations

4. Schedule 4 - Conversion Price Adjustments: Formula and methods for adjusting conversion price

5. Schedule 5 - Company Information: Key information about the issuing company

6. Appendix A - Shareholders' Resolution: Copy of shareholders' resolution approving the issuance

7. Appendix B - Board Resolution: Copy of board resolution approving the issuance

8. Appendix C - Articles of Association: Current articles of association of the issuer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Biotechnology

Financial Services

Manufacturing

Renewable Energy

Real Estate

Healthcare

Telecommunications

Software

E-commerce

Clean Technology

Life Sciences

Infrastructure

Media and Entertainment

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Compliance

Risk Management

Board Secretariat

Investment

Corporate Affairs

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Finance Director

Company Secretary

Compliance Officer

Treasury Manager

Corporate Development Director

Investment Banker

Financial Controller

Board Member

Legal Counsel

Risk Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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