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Debenture Subscription Agreement
"I need a Debenture Subscription Agreement under German law for a €50 million secured debenture issuance by our manufacturing company, with quarterly interest payments and a maturity date of March 15, 2025; the debentures will be secured against our factory assets in Bavaria."
1. Parties: Identification of the Issuer and the Subscriber(s)
2. Background: Context of the debenture issuance and the purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Debenture Terms: Key terms of the debentures including face value, interest rate, maturity and ranking
5. Subscription and Allotment: Terms and process for subscription and allotment of debentures
6. Payment and Settlement: Payment terms, settlement process and issuance of certificates
7. Representations and Warranties: Representations and warranties of both Issuer and Subscriber
8. Covenants: Ongoing obligations of the Issuer and Subscriber
9. Events of Default: Circumstances constituting default and consequences
10. Transferability: Terms and conditions for transfer of debentures
11. Notices: Process and requirements for formal communications
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability
14. Execution: Signature blocks and execution formalities
1. Security: Required if the debentures are secured by any assets or guarantees
2. Tax Provisions: Detailed tax provisions if complex tax implications exist
3. Market Making: If there are arrangements for market making or liquidity support
4. Trustee Provisions: Required if a trustee is appointed to represent debenture holders
5. Conversion Rights: Required for convertible debentures
6. Meeting Provisions: Required if debenture holders have collective decision-making rights
7. Force Majeure: Detailed force majeure provisions if required by the nature of the business
1. Debenture Certificate Form: Form of physical debenture certificate if applicable
2. Subscription Form: Standard form for submission of subscription requests
3. Payment Details: Detailed payment instructions and bank account information
4. Security Details: Details of any security or collateral (if applicable)
5. Financial Covenants: Detailed financial covenants and calculation methodologies
6. KYC Requirements: List of required KYC documents and verification procedures
7. Term Sheet: Summary of key commercial terms
8. Corporate Authorizations: Copies of relevant corporate approvals and authorizations
Authors
Applicable Law
Application Form
Business Day
Closing Date
Debenture Certificate
Debenture Holder
Debentures
Default Interest
Event of Default
Face Value
Financial Year
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Maturity Date
Offering Document
Payment Account
Principal Amount
Redemption Amount
Redemption Date
Register
Registrar
Regulatory Approvals
Related Party
Security
Security Documents
Settlement Date
Subscription Amount
Subscription Period
Subscriber
Subscription Price
Terms and Conditions
Transfer Form
Trust Deed
Trustee
Voting Rights
Working Day
BaFin
Permitted Transferee
Record Date
Relevant Market
Rating
Material Adverse Effect
Guarantee
Encumbrance
Distribution
Duty
Tax
Insolvency Event
Payment
Allotment
Interest
Redemption
Security
Representations and Warranties
Covenants
Events of Default
Remedies
Transfer
Confidentiality
Force Majeure
Indemnification
Notices
Amendment
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Term and Termination
Registration
Certificates
Voting Rights
Meeting Provisions
Trustee Appointment
Tax
Costs and Expenses
Further Assurance
Waiver
Counterparts
Time of Essence
Banking & Financial Services
Manufacturing
Real Estate
Infrastructure
Energy
Technology
Telecommunications
Healthcare
Transportation & Logistics
Consumer Goods
Industrial
Utilities
Mining & Resources
Agriculture
Retail
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Finance
Investment
Company Secretarial
Credit
Capital Markets
Chief Financial Officer
Treasury Manager
Finance Director
Corporate Finance Manager
Investment Manager
Legal Counsel
Compliance Officer
Risk Manager
Company Secretary
Investment Banker
Fund Manager
Credit Analyst
Securities Lawyer
Financial Controller
Debt Capital Markets Manager
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