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Compulsory Convertible Debentures Agreement
"Need a Compulsory Convertible Debentures Agreement for a Series B funding round where we're raising £5M from three institutional investors, with mandatory conversion triggered at a £50M company valuation or by March 2025, whichever comes first."
1. Parties: Identification of issuer and debenture holders
2. Background: Context of the debenture issuance and key commercial terms
3. Definitions: Key terms used throughout the agreement
4. Issue and Status of Debentures: Terms of issuance, face value, and ranking of debentures
5. Conversion Terms: Mandatory conversion triggers, conversion ratio, and mechanism
6. Interest: Interest rate, calculation method, and payment terms
7. Security: Details of any security provided for the debentures
8. Covenants: Issuer's obligations and restrictions
9. Events of Default: Circumstances constituting default and consequences
1. Transfer Restrictions: Limitations on transfer of debentures (used when transferability needs to be restricted)
2. Tax Provisions: Tax treatment and withholding obligations (used when specific tax considerations apply)
3. Anti-dilution Provisions: Protections against share dilution (used when additional shareholder protections are required)
1. Form of Debenture Certificate: Template of the physical debenture certificate
2. Conversion Notice: Form of notice for initiating conversion
3. Security Documents: Details of security arrangements if applicable
4. Calculation Methods: Detailed formulae for conversion and interest calculations
5. Corporate Authorizations: Relevant board and shareholder resolutions
Authors
Business Day
Conversion Date
Conversion Notice
Conversion Price
Conversion Ratio
Conversion Rights
Conversion Shares
Debenture Certificate
Debenture Holder
Debenture Register
Debentures
Default Interest Rate
Event of Default
Face Value
Financial Year
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuing Company
Mandatory Conversion Event
Maturity Date
Ordinary Shares
Principal Amount
Redemption Date
Register
Security
Security Documents
Security Trustee
Share Capital
Subscription Amount
Trigger Event
Trust Deed
Valuation Method
Conversion Rights
Mandatory Conversion
Interest Payments
Security
Representations and Warranties
Covenants
Events of Default
Remedies
Transfer Restrictions
Notices
Amendments and Waivers
Confidentiality
Anti-dilution Protection
Voting Rights
Information Rights
Tax Provisions
Costs and Expenses
Governing Law
Jurisdiction
Assignment
Severability
Force Majeure
Entire Agreement
Further Assurance
Registration Rights
Ranking and Priority
Security Enforcement
Indemnification
Termination
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