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1. Security: Include if the debentures are secured by company assets

2. Anti-dilution Provisions: Include for protection against share dilution prior to conversion

3. Tag-Along Rights: Include if debenture holders are granted participation rights in sale transactions

4. Board Nomination Rights: Include if debenture holders are granted rights to nominate directors

5. Registration Rights: Include for public companies or where public listing is contemplated

6. Subordination: Include if ranking of debentures needs to be subordinated to other debt

7. Tax Provisions: Include specific tax treatment and withholding requirements if applicable

8. Foreign Ownership Restrictions: Include if relevant under Investment Canada Act or industry-specific regulations

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

2. Conversion Notice: Standard form for executing the conversion process

3. Calculation of Conversion Price: Detailed methodology for determining the conversion price

4. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the debenture issuance

5. Security Documents: If secured, details of security arrangements and registrations

6. Shareholders Agreement: Terms governing shareholding post-conversion

7. Financial Covenants Calculation: Methodology for calculating financial covenants

8. Disclosure Schedule: Exceptions to representations and warranties