[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-restructuring-agreement-D13034":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":532},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"RESTRUCTURING AGREEMENT This Restructuring Agreement (\"Agreement\") is effective as of [DATE]; BETWEEN: [NAME OF THE LENDER] (the \"Lender\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE BORROWER] (the \"Borrower\"), an individual with their main address located at or a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, The Borrower and the Lender have entered into a loan arrangement (the \"Loan Arrangement\") for an amount of [LOAN AMOUNT], evidenced by, among other documents, instruments, and agreements, the following Loan Documents: [SPECIFY LOAN DOCUMENTS]; WHEREAS, The Borrower has asserted that the \"Existing Default\" (hereinafter, as defined in the Default Notice) did not occur and the Parties have agreed to restructure the Loan and other Secured Obligations as provided herein; WHEREAS, For the purposes of this Agreement, the Lender is willing (i) to be deemed to have accepted the Borrower's assertion that no Existing Default has occurred, (ii) to be deemed to have withdrawn the Default Notice, retroactively, as of [DATE], and (iii) to accept the Borrower's proposal so to restructure the Loan and other Secured Obligations, all on the terms and conditions provided herein; WHEREAS, both Parties affirm to understand all of the provisions contained in this Agreement, and in case either Party requires clarification as to one or more of the provisions contained herein, either Party has requested clarification or otherwise sought guidance; NOW, THEREFORE, in consideration and as a condition of the Lender and the Borrower entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: ACKNOWLEDGEMENT OF INDEBTNESS The Borrower hereby acknowledges and agrees that, in accordance with the terms and conditions of this Agreement, the Note, the Loan Agreement, and the other Loan Documents, the Borrower is liable to the Lender as of [DATE], and the Secured Obligations include, without limitation, each and all the following: [DETAILS OF LOAN] RATIFICATION OF LOAN DOCUMENTS The Borrower hereby ratifies, confirms, and reaffirms all and singular the terms and conditions of the Loan Documents and further acknowledges and agrees that except as expressly modified or otherwise specified in this Agreement, all terms and conditions of those documents, instruments, and agreements shall remain in full force and effect. The Borrower shall cooperate with the Lender and execute and deliver to the Lender such further instruments and documents as the Lender reasonably shall request to carry out to the Lender's satisfaction the transactions contemplated by this Agreement and the other Loan Documents. RESPECTING WARRANT The Borrower acknowledges and agrees the Lender shall be entitled to retain the Warrant and any shares of Common Stock of the Borrower heretofore provided to the Lender, notwithstanding the Borrower's making of the Required Secured Obligation Payment and the restructuring of the Loan Arrangement in accordance with the provisions of this Agreement. RESTRUCTURED REPAYMENT OF SECURED OBLIGATIONS Notwithstanding any existing provision in the Loan Agreement or in any other Loan Document to the contrary, the Borrower and the Lender hereby acknowledge and agree as follows: No Additional Advances. The Lender has no additional obligation to make any further Advance under the Loan Agreement. Modification of Maturity Date. The Loan Agreement is hereby modified and amended by striking in its entirety the existing definition of \"Maturity Date\" as appearing in the existing Loan Agreement and by substituting in place thereof the following: \"Maturity Date\" means [DATE]. The Borrower acknowledges and agrees that there shall be no extension of the Maturity Date, notwithstanding the occurrence of any Extension Event as provided in the existing Loan Agreement or otherwise. Payment of Secured Obligations. On or before [DATE AND TIME] (with time being of the essence), being the revised Maturity Date (as hereby modified), the Borrower shall pay to the Lender the entire outstanding amount of the Secured Obligations under the Loan Agreement and the other Loan Documents (with credit given for the Prepayment Discount as in good and sufficient funds immediately available to the Lender without condition. Without limiting the generality of the foregoing (and the Borrower's obligation to pay the actual amount of all Secured Obligations outstanding on the Maturity Date (as hereby modified)), the entire amount of the Secured Obligations [MATURITY DATE] shall be as follows: The amount of [AMOUNT], representing the current outstanding principal balance of the Loan as of [MATURITY DATE] (the \"Principal Payment\"), to be applied by the Lender in payment of the outstanding principal balance of the Loan; The amount of [AMOUNT], representing the total amount of accrued interest as of [MATURITY DATE] (the \"Interest Payment\"); The amount of [AMOUNT], representing the End of Term Payment, which the Lender and the Borrower have determined applicable in accordance with provisions of the Loan Agreement (the \"End of Term Payment\"); and Payment of all legal fees and related expenses incurred by the Lender (the \"Legal Fee Payment\") as provided in this Agreement and the other Loan Documents. The Principal Payment, the Interest Payment, the End of Term Payment, and the Legal Fee Payment (together with any remaining Secured Obligations, exclusive of the Prepayment Charge, which may be due and owing on or after the Maturity Date (as hereby modified)) shall be referred to herein, collectively, as the \"Required Secured Obligation Payment.\" Payment Discount. The Lender hereby agrees that in the event that the Borrower makes the Required Secured Obligation Payment on [DATE] as and when provided in Section 4.1.3 above (with time being of the essence) (but not otherwise), then the Lender shall provide the Borrower with a payment discount of [PAYMENT DISCOUNT] (the \"Payment Discount\") which will be applied as a credit against the amount of the Required Secured Obligation Payment, as determined solely by the Lender. Late Payment Charge. In the event that the Borrower fails to make the Required Secured Obligation Payment in full on [DATE] as and when provided in Section 4.1.3 above (with time being of the essence) (but not otherwise), then from and after the Maturity Date (as hereby modified), the Borrower hereby agrees to pay the Lender a \"Late Payment Charge\" (so referred to herein) in the amount of [AMOUNT] per diem for each additional day that the Borrower fails to pay the then entire outstanding amount of the Required Secured Obligation Payment on or before on each such additional day, as determined solely by the Lender. The Borrower acknowledges and agrees that payment of the Late Payment Charge: shall be in addition to the amounts payable on account of the Required Secured Obligation Payment, shall constitute additional Secured Obligations of the Borrower due and owing to the Bank and secured by the Collateral, and represents a fair and reasonable charge, as liquidated damages that would otherwise be difficult to fairly ascertain, to compensate the Lender for the failure of the Borrower to make the Required Secured Obligation Payment in full. Any applicable Late Payment Charge shall be immediately due and payable in full and shall constitute a portion of the Secured Obligations then having matured on account of the occurrence of the Maturity Date (as hereby modified). Prepayment Charge. The Borrower and the Lender acknowledge and agree that no Prepayment Charge shall be applicable pursuant to the Loan Agreement. 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The terms of the Note are as follows: MATURITY DATE AND PAYMENT TERMS This Note will mature, and be due and payable in full, on [DATE] (the \"Maturity Date\") and shall be paid in the lump sum amount of [LUMP SUM AMOUNT TO BE PAID]. INTEREST From and after the date hereof, all outstanding principal of this Note will bear simple interest at the rate of [PERCENT OF INTEREST] per annum. On the date that is [NUMBER OF DAYS] days after the date of this Note, the Issuer shall pay the then accrued interest on this Note. Upon the occurrence and during the continuance of any Event of Default (as hereinafter defined) under this Note, all outstanding principal of this Note shall bear interest at the rate of [PERCENT OF INTEREST] per annum. All outstanding principal and accrued but unpaid interest on this Note shall be payable on the Maturity Date. SECURITY This Note is Secured by a Security Agreement on the Issuer's Property, described as [PROPERTY DESCRIPTION], hereinafter known as the \"Security,\" which shall transfer to the possession and ownership of the Holder immediately in case of Acceleration. The Security may not be sold or transferred without the Holder's consent until the Maturity Date. If the Issuer breaches this provision, the Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. The Holder shall have the sole option to accept the Security as full payment for the Principal Amount without further liabilities or obligations. If the market value of the Security does not exceed the Principal Amount, the Issuer shall remain liable for the balance due while accruing interest at the maximum rate allowed by law. PREPAYMENT The Issuer may prepay this Note prior to the Maturity Date, without premium or penalty, upon written notice to the Holder. EVENTS OF DEFAULT The occurrence of any one or more of the following events shall constitute an \"Event of Default\" under this Note: the failure of the Issuer to pay any sum due under this Note when due, whether by demand or otherwise, and such sum remains unpaid for five (5) days after the Due Date; and any other Event of Default described in the Security Agreement that might be signed between the Parties regarding the Property that is pledged as collateral to the loan. 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PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[109,111],{"label":18,"url":110},"business-legal-agreements",{"label":112,"url":113},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":9,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":130},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":124,"description":6},"shareholders agreement",[126,127],{"label":18,"url":110},{"label":128,"url":129},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":9,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":139,"description":6},"non disclosure agreement nda",[141,142],{"label":18,"url":110},{"label":143,"url":144},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":147,"descriptionCustom":6,"label":148,"pages":134,"size":149,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":154,"keywords":164,"url":165},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[155,158,161],{"label":156,"url":157},"Finance & Accounting","finance-accounting",{"label":159,"url":160},"Business Loans","business-loan",{"label":162,"url":163},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":167,"descriptionCustom":6,"label":168,"pages":134,"size":9,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":177,"url":178},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":173,"description":6},"letter of intent_acquisition of business",[175,176],{"label":18,"url":110},{"label":18,"url":110},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":181,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":258,"clauses":292,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":461,"diy_vs_lawyer":477,"jurisdictions":490,"related_template_ids_curated":511,"schema":521,"classification":522},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Restructuring Agreement Template | BIB","Free restructuring agreement template for corporate debt, equity, and operational reorganizations. Covers creditor terms, governance changes, and releases.","restructuring agreement template",[186,187,188,189,190,191,192,193],"corporate restructuring agreement","debt restructuring agreement template","business restructuring agreement","restructuring agreement template word","company restructuring agreement","financial restructuring agreement","restructuring agreement free download","restructuring contract template",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":179},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Restructuring Agreement is a binding legal contract that formalizes the terms under which a company's debt obligations, equity structure, or operational arrangements are reorganized between the business and one or more creditors, shareholders, or counterparties. This free Word download provides a structured, attorney-ready starting point you can edit online and export as PDF to present to lenders, investors, or a board of directors.\n","Use it when a company is negotiating revised repayment terms with creditors, converting debt to equity, or reorganizing its capital structure outside of formal insolvency proceedings. It is also appropriate when majority shareholders and management agree to realign governance, ownership, or operational obligations under a single enforceable document.\n","Parties and recitals, definitions, restructuring steps and mechanics, representations and warranties, conditions precedent, releases and waivers, governance changes, covenants, default and acceleration provisions, and governing law and dispute resolution.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"CFOs and finance directors","Formalizing revised debt repayment schedules with senior lenders","persona-cfo",{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders","Converting outstanding convertible notes or SAFEs into equity at a new round","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Private equity sponsors","Documenting portfolio company capital stack reorganizations","persona-private-equity",{"title":219,"use_case":220,"icon_asset_id":221},"Corporate lawyers and in-house counsel","Drafting out-of-court restructuring terms to present to a creditor group","persona-corporate-lawyer",{"title":223,"use_case":224,"icon_asset_id":225},"Small business owners","Renegotiating loan terms with a bank or supplier to avoid insolvency","persona-small-business-owner",{"title":227,"use_case":228,"icon_asset_id":229},"Turnaround consultants","Memorializing agreed operational and financial changes with all stakeholders","persona-turnaround-consultant",[231,235,239,243,247,251,255],{"situation":232,"recommended_template":233,"slug":234},"Renegotiating repayment terms with one or more lenders","Debt Restructuring Agreement","secured-lumpsum-promissory-note-agreement-D13041",{"situation":236,"recommended_template":237,"slug":238},"Converting outstanding debt into equity stakes","Debt-to-Equity Conversion Agreement","conversion-agreement-D13173",{"situation":240,"recommended_template":241,"slug":242},"Reorganizing ownership among existing shareholders","Shareholder Restructuring Agreement","restructuring-agreement-D13034",{"situation":244,"recommended_template":245,"slug":246},"Out-of-court workout with multiple creditor classes","Creditor Workout Agreement","monthly-partial-payment-to-creditor-D449",{"situation":248,"recommended_template":249,"slug":250},"Formal insolvency reorganization under court supervision","Bankruptcy Reorganization Plan","security-response-plan-policy-D12686",{"situation":252,"recommended_template":253,"slug":254},"Amending an existing loan facility rather than replacing it","Loan Amendment and Restatement Agreement","amendment-agreement-D13872",{"situation":256,"recommended_template":101,"slug":257},"Winding down a subsidiary or business unit as part of restructuring","asset-purchase-agreement-D928",[259,262,265,268,271,274,277,280,283,286,289],{"term":260,"definition":261},"Restructuring","The process of reorganizing a company's debt, equity, operations, or governance to improve financial stability or satisfy creditor obligations.",{"term":263,"definition":264},"Creditor","Any individual or entity to whom the company owes a financial obligation, including banks, bondholders, trade suppliers, and noteholders.",{"term":266,"definition":267},"Conditions Precedent","Specific conditions that must be satisfied before any party is legally obligated to perform its obligations under the agreement.",{"term":269,"definition":270},"Debt-to-Equity Conversion","A transaction in which outstanding loan or note obligations are exchanged for an ownership stake in the company, eliminating the debt from the balance sheet.",{"term":272,"definition":273},"Release","A clause under which one or more parties agree to waive all claims against another party arising from events up to a specified date, in exchange for the restructuring benefits received.",{"term":275,"definition":276},"Covenant","A contractual promise by the company to take or refrain from specific actions during the term of the agreement, such as maintaining minimum liquidity ratios or prohibiting further indebtedness.",{"term":278,"definition":279},"Acceleration","A default remedy under which outstanding obligations become immediately due and payable in full, triggered by a breach of a specified condition or covenant.",{"term":281,"definition":282},"Standstill","An agreement by creditors to refrain from enforcing their rights or pursuing remedies against the company for a defined period while restructuring negotiations proceed.",{"term":284,"definition":285},"Intercreditor Agreement","A separate agreement among multiple creditor classes that governs the priority of their claims, enforcement rights, and sharing of any recovery proceeds.",{"term":287,"definition":288},"Material Adverse Change (MAC)","A clause allowing a party to withdraw from or modify its obligations if a significant negative development occurs in the company's business, financial condition, or prospects between signing and closing.",{"term":290,"definition":291},"Pro Rata","Proportional allocation of a benefit, obligation, or payment among parties based on their relative share of the total outstanding amount.",[293,298,303,308,313,317,322,327,332,337],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties, Recitals, and Background","Identifies every party to the agreement — company, creditors, shareholders, and guarantors — and sets out the factual background explaining why the restructuring is necessary.","This Restructuring Agreement ('Agreement') is entered into as of [DATE] among [COMPANY LEGAL NAME], a [JURISDICTION] [ENTITY TYPE] ('Company'), [CREDITOR NAME] ('Senior Lender'), and [SHAREHOLDER NAME] ('Existing Shareholder'). RECITALS: The Company has outstanding indebtedness of $[AMOUNT] under the [FACILITY NAME] dated [DATE] and wishes to restructure such obligations on the terms set out herein.","Listing trade names or abbreviated names instead of full legal entity names. If any party's identity is ambiguous, enforcing obligations or releasing claims against the correct legal entity becomes unreliable.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Definitions","Establishes precise meanings for all capitalized terms used throughout the agreement, preventing interpretive disputes during execution or enforcement.","'Restructured Debt' means the total principal amount of $[AMOUNT] owing by the Company to the Senior Lender as of the Effective Date, as amended by this Agreement. 'Effective Date' means the date on which all Conditions Precedent set out in Clause [X] have been satisfied or waived.","Defining key terms inconsistently with defined terms in related documents such as the original loan agreement or shareholder agreement. Cross-document inconsistencies create ambiguity courts resolve against the drafter.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Restructuring Steps and Mechanics","The operational core of the agreement — sets out exactly what each party must do, in what sequence, to implement the restructuring, including debt write-downs, repayment rescheduling, equity issuances, and asset transfers.","In consideration of the mutual obligations herein: (a) the Senior Lender agrees to reduce the principal balance of the Restructured Debt from $[ORIGINAL AMOUNT] to $[NEW AMOUNT] effective on the Effective Date; (b) the Company shall issue [NUMBER] new ordinary shares to [CREDITOR NAME] at a price of $[PRICE] per share; (c) the remaining balance of $[AMOUNT] shall be repaid in [NUMBER] equal monthly installments commencing [DATE].","Describing restructuring steps in general terms without specifying exact dollar amounts, share counts, and calendar dates. Vague mechanics leave room for re-negotiation and delay execution.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Representations and Warranties","Each party makes factual statements about their legal capacity, authority, solvency, and the accuracy of information provided — forming the basis on which other parties agreed to the restructuring terms.","The Company represents and warrants that: (a) it is duly incorporated and in good standing under the laws of [JURISDICTION]; (b) it has full corporate authority to enter into and perform this Agreement; (c) no insolvency proceedings have been commenced against the Company as of the date hereof; and (d) the financial statements provided to the Senior Lender as of [DATE] are true and accurate in all material respects.","Giving representations as of the signing date only, without a bring-down to the closing or Effective Date. A material deterioration between signing and closing may go unaddressed if the warranty is not repeated at closing.",{"name":266,"plain_english":314,"sample_language":315,"common_mistake":316},"Lists the specific actions, approvals, and documents that must be completed before any party's restructuring obligations become binding — protecting all parties from being locked in before the deal is truly ready to close.","The obligations of each party under this Agreement are conditional upon: (a) receipt of board approval from the Company in the form set out in Schedule [X]; (b) execution of the Intercreditor Agreement by all creditor parties; (c) delivery of updated audited financial statements for the period ending [DATE]; and (d) receipt of any required regulatory or shareholder approvals.","Setting conditions precedent that are within a single party's sole control without a long-stop date. The counterparty is then effectively held hostage indefinitely until the controlling party chooses to satisfy the condition.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Releases and Waivers","The parties mutually release each other from claims, actions, and liabilities arising from events up to the Effective Date, allowing both sides to move forward without legacy litigation exposure.","As of the Effective Date, each party hereby irrevocably releases and discharges each other party and their respective officers, directors, and affiliates from any and all claims, demands, actions, and causes of action of any kind whatsoever, known or unknown, arising out of or relating to the Existing Facilities prior to the Effective Date.","Using an overly broad release that inadvertently covers claims arising under the restructuring agreement itself or future obligations. The release should be limited to pre-Effective Date matters only.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Financial and Operational Covenants","Ongoing obligations the company must maintain throughout the restructuring period, such as minimum liquidity thresholds, restrictions on new debt, and regular financial reporting to creditors.","During the Covenant Period, the Company shall: (a) maintain minimum unrestricted cash of $[AMOUNT] at all times; (b) not incur additional indebtedness exceeding $[AMOUNT] in aggregate without prior written consent of the Senior Lender; (c) deliver unaudited monthly management accounts within [15] business days of each month-end; and (d) not declare or pay any dividend without Senior Lender consent.","Setting financial covenants without a cure period for minor breaches. A single covenant breach that triggers immediate acceleration — with no opportunity to cure — can push a company into insolvency that both parties sought to avoid.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Events of Default and Remedies","Defines the specific events that constitute a default under the restructured arrangement and the remedies available to non-defaulting parties, including acceleration, enforcement of security, and termination.","Each of the following constitutes an Event of Default: (a) the Company's failure to make any payment when due, subject to a [5] business-day cure period; (b) breach of any financial covenant set out in Clause [X] that is not remedied within [30] days of notice; (c) commencement of any insolvency, receivership, or administration proceedings against the Company; and (d) any representation or warranty proving materially false.","Failing to include a cross-default provision when the company has multiple creditor agreements. A default under an unrelated facility that is not captured here may allow the company to continue operating while selectively honoring only the restructured terms.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing Law, Jurisdiction, and Dispute Resolution","Specifies the legal system that governs the agreement, the courts or arbitration forum with jurisdiction over disputes, and the process for escalating disagreements before litigation.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under or in connection with this Agreement shall be referred to binding arbitration administered by [AAA / ICC / LCIA] in [CITY], except that any party may seek urgent injunctive relief from a court of competent jurisdiction.","Selecting a governing law that conflicts with the mandatory rules of the jurisdiction where enforcement is most likely to occur. Courts in certain jurisdictions apply local insolvency or creditor-protection laws regardless of a contractual choice of law.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Notices, Amendments, and Entire Agreement","Sets the formal process for delivering notices, confirms that amendments require written consent from all parties, and establishes the agreement as the complete and final expression of the parties' intentions — superseding prior term sheets and correspondence.","All notices under this Agreement shall be in writing and delivered by email with read receipt to the addresses set out in Schedule [X]. This Agreement may not be amended except by a written instrument signed by all parties. This Agreement constitutes the entire agreement among the parties with respect to its subject matter and supersedes all prior negotiations, term sheets, and correspondence.","Omitting an entire-agreement clause. Without it, prior term sheets, emails, and verbal representations can be introduced as contractual terms, often contradicting carefully negotiated final provisions.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Identify and confirm all parties","List every party's full registered legal name, jurisdiction of incorporation, and registered address. Include the company, each creditor, any guarantors, and any shareholders whose interests are directly affected by the restructuring.","Pull entity names directly from corporate registry filings — do not rely on letterhead or email signatures, which often use abbreviated trade names.",{"step":349,"title":350,"description":351,"tip":352},2,"Define all key terms and cross-reference source documents","Draft the definitions clause by pulling defined terms from the original loan agreements, shareholder agreements, and any term sheets. Confirm that definitions in this agreement are consistent with those in related documents.","A simple cross-reference table mapping each defined term here to its counterpart in the original facility agreement saves significant time during lawyer review.",{"step":354,"title":355,"description":356,"tip":357},3,"Specify the restructuring mechanics with exact figures","Enter the precise principal amounts being written down or rescheduled, exact share counts and prices for any debt-to-equity conversions, and calendar dates for each installment or milestone.","Attach a restructuring steps schedule as a numbered annex rather than embedding everything in the body — it makes the sequence of actions easier to track during execution.",{"step":359,"title":360,"description":361,"tip":362},4,"Negotiate and document representations and warranties","Complete the representations block for each party, confirming authority, solvency, and accuracy of financial information. Note any exceptions or qualifications in a disclosure schedule rather than qualifying the warranty text itself.","Ask the company's auditors or CFO to review the financial representations before signing — an inaccurate warranty is a breach that can unwind the entire agreement.",{"step":364,"title":365,"description":366,"tip":367},5,"Set conditions precedent with a long-stop date","List every approval, document, and action that must occur before the agreement becomes effective. Assign responsibility for each condition and set a long-stop date after which either party can terminate if conditions remain unsatisfied.","No condition precedent should be within the sole control of one party without a corresponding long-stop date — this prevents bad-faith delays.",{"step":369,"title":370,"description":371,"tip":372},6,"Draft the covenant package proportionate to risk","Set financial covenants at levels the company can realistically maintain based on the most recent management accounts, not aspirational projections. Include cure periods of at least 15–30 days for financial covenant breaches.","Test each covenant threshold against the last 12 months of actuals. A covenant the company has already breached historically will trigger a default immediately upon signing.",{"step":374,"title":375,"description":376,"tip":377},7,"Have all parties execute before the Effective Date","Collect wet or e-signatures from authorized signatories for every party before the conditions precedent longstop date. Confirm each signatory has board authority to bind their entity.","Attach board resolutions or written consents as executed counterparts to the agreement — creditors routinely require them as a condition precedent.",{"step":379,"title":380,"description":381,"tip":382},8,"File or register as required by applicable law","In some jurisdictions, a restructuring that involves a change in security, share issuance, or asset transfer must be registered with the relevant corporate or securities regulator within a prescribed period after execution.","Check filing deadlines before signing — missing a registration window can affect the enforceability of security interests and priority of creditor claims.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"Using vague restructuring mechanics without exact figures","Provisions like 'the debt shall be reduced to a reasonable amount' give courts nothing to enforce and invite re-litigation of the commercial deal immediately after signing.","State every dollar amount, share count, conversion price, and payment date explicitly in the restructuring steps clause and confirm them in an annex.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting a long-stop date on conditions precedent","Without a termination right if conditions remain unsatisfied, a party can delay indefinitely — leaving the other side in legal limbo while the business continues to deteriorate.","Include a long-stop date of 30–90 days from signing, after which either party may terminate if the conditions precedent have not been met or waived.",{"mistake":393,"why_it_matters":394,"fix":395},"Setting financial covenants above current performance levels","A covenant the company cannot meet from day one triggers an immediate default, accelerates the debt, and can push the company into the formal insolvency proceedings the restructuring was designed to avoid.","Test every financial covenant threshold against the trailing 12 months of audited or management accounts before finalizing the covenant package.",{"mistake":397,"why_it_matters":398,"fix":399},"Broad releases that cover future claims","An overly sweeping release clause can inadvertently waive rights arising under the restructuring agreement itself or from post-Effective Date conduct, stripping parties of remedies they never intended to give up.","Limit the scope of releases to identified pre-Effective Date obligations and claims arising from named source documents, and carve out rights under the restructuring agreement itself.",{"mistake":401,"why_it_matters":402,"fix":403},"No intercreditor arrangements when multiple creditors exist","Without agreed priority and enforcement mechanics, junior creditors may race to enforce security at the same time as senior creditors, triggering a disorderly wind-down rather than an orderly restructuring.","Execute an intercreditor agreement alongside the restructuring agreement whenever more than one creditor class is party to the restructuring.",{"mistake":405,"why_it_matters":406,"fix":407},"Failure to obtain and attach board resolutions","A restructuring agreement signed by an officer without proper board authority is voidable at the company's election — exposing the creditor to an unenforceable deal and significant recovery risk.","Require certified copies of board resolutions or written consents authorizing each party's execution as a condition precedent to the agreement becoming effective.",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is a restructuring agreement?","A restructuring agreement is a binding legal contract that formalizes the terms under which a company reorganizes its debt, equity, or operational obligations with one or more creditors or shareholders. It is used to reschedule repayments, write down debt, convert loans to equity, or reorganize governance — typically outside of formal insolvency proceedings. The agreement creates enforceable obligations for all parties and replaces informal workout correspondence as the authoritative record of the restructuring terms.\n",{"question":413,"answer":414},"When should a company use a restructuring agreement?","A restructuring agreement is appropriate when a company cannot meet its existing debt obligations on their current terms but is not yet insolvent, and creditors prefer a negotiated solution over formal proceedings. Common triggers include missed or anticipated missed loan payments, covenant breaches, liquidity shortfalls, or a planned ownership reorganization. It is also used when converting convertible notes or SAFEs to equity at a new funding round or when realigning a holding structure before a sale.\n",{"question":416,"answer":417},"What is the difference between a restructuring agreement and a bankruptcy filing?","A restructuring agreement is an out-of-court, consensual arrangement between a company and its creditors — it does not involve a court, a trustee, or any formal insolvency process. Bankruptcy or administration involves court supervision, an automatic stay on creditor enforcement, and a statutory process with defined creditor rights. Restructuring agreements are faster, cheaper, and more private, but they require unanimous or near-unanimous creditor consent — a single holdout creditor can refuse and continue enforcement.\n",{"question":419,"answer":420},"Does a restructuring agreement need to be approved by a court?","Out-of-court restructuring agreements between private parties generally do not require court approval to be binding on the signing parties. However, if the restructuring involves a scheme of arrangement (UK/Australia) or a plan of arrangement (Canada), court approval is required to bind dissenting creditors. In the US, a prepackaged or prearranged Chapter 11 plan involves court confirmation. Always verify the requirements in the governing jurisdiction before relying on an out-of-court agreement to bind all creditor classes.\n",{"question":422,"answer":423},"What happens if a party breaches a restructuring agreement?","Breach of a restructuring agreement typically triggers the events of default and remedies clause, which may accelerate all restructured obligations, allow enforcement of security interests, reinstate original debt terms, and entitle the non-defaulting party to seek damages or injunctive relief. The specific remedies depend on what was negotiated — many agreements include cure periods of 5–30 days for financial breaches before acceleration becomes available.\n",{"question":425,"answer":426},"How many creditors need to sign a restructuring agreement?","An out-of-court restructuring agreement is only binding on the creditors who sign it. If even one significant creditor refuses to sign, they retain the right to enforce their existing terms — potentially triggering cross-default provisions in agreements with signing creditors. When the creditor group is large, a threshold-consent mechanism (e.g., 66.7% or 75% of outstanding principal) is often combined with a court-supervised scheme of arrangement to bind holdouts.\n",{"question":428,"answer":429},"Should I include a standstill in the restructuring agreement?","A standstill — under which creditors agree not to enforce their rights for a defined period — is typically negotiated before or alongside the restructuring agreement while final terms are being documented. Including a standstill period within the restructuring agreement itself (e.g., a 90-day moratorium on enforcement post-signing) can provide breathing room to satisfy conditions precedent and complete ancillary documents. Confirm that the standstill does not inadvertently waive security priority or allow other creditors to improve their position during the standstill period.\n",{"question":431,"answer":432},"Can a restructuring agreement convert debt to equity?","Yes. Debt-to-equity conversions are one of the most common restructuring mechanics. The agreement specifies the principal amount being converted, the number and class of shares issued, the conversion price, and any anti-dilution or tag-along protections. The conversion must comply with corporate law in the jurisdiction of incorporation — typically requiring a board resolution, a shareholders' resolution if new share classes are created, and filing of updated equity documents with the corporate registrar.\n",{"question":434,"answer":435},"Do I need a lawyer to prepare a restructuring agreement?","A restructuring agreement involves material financial obligations, releases of legal claims, and often multi-party creditor arrangements — legal review is strongly recommended in almost all cases. A high-quality template provides the structural framework and standard clauses, but the specific commercial terms, covenant levels, release scope, and jurisdictional requirements require professional input. For restructurings involving more than two creditors, cross-border elements, or more than $500K in affected obligations, engaging restructuring counsel is standard practice.\n",[437,441,445,449,453,457],{"industry":438,"icon_asset_id":439,"specifics":440},"Financial Services","industry-fintech","Regulated capital adequacy requirements constrain restructuring mechanics; intercreditor arrangements must account for subordinated debt and regulatory approval of any equity conversion affecting licensed entities.",{"industry":442,"icon_asset_id":443,"specifics":444},"Real Estate","industry-real-estate","Security enforcement and lien priority are central to real estate restructurings; mortgage modification, forbearance periods, and senior vs. mezzanine creditor intercreditor terms require precise drafting.",{"industry":446,"icon_asset_id":447,"specifics":448},"Manufacturing","industry-manufacturing","Supplier credit facilities, equipment financing agreements, and trade creditor arrears are commonly addressed together; operational covenants often include minimum production levels and inventory thresholds.",{"industry":450,"icon_asset_id":451,"specifics":452},"Technology / SaaS","industry-saas","Convertible note and SAFE restructurings at down rounds require careful anti-dilution and MFN clause management; IP assignment must be confirmed to remain with the company after any debt-to-equity conversion.",{"industry":454,"icon_asset_id":455,"specifics":456},"Retail / Hospitality","industry-retail","Lease obligation restructuring alongside bank debt is typical; COMI (center of main interests) analysis is relevant when retail chains operate across multiple jurisdictions under a single group restructuring.",{"industry":458,"icon_asset_id":459,"specifics":460},"Healthcare","industry-healthtech","Regulatory licenses and provider agreements must be confirmed as unaffected by any change of control resulting from a debt-to-equity conversion; HIPAA and patient data obligations carry through unchanged.",[462,466,470,474],{"vs":463,"vs_template_id":464,"summary":465},"Loan Modification Agreement","loan-modification-agreement-D13035","A loan modification agreement amends specific terms of an existing loan — interest rate, maturity date, or payment schedule — without replacing the broader credit relationship or involving other stakeholders. A restructuring agreement is broader: it may involve multiple creditors, equity conversions, governance changes, and mutual releases. Use a loan modification for targeted term changes with a single lender and a restructuring agreement when the capital structure as a whole is being reorganized.",{"vs":467,"vs_template_id":468,"summary":469},"Debt Settlement Agreement","D{DEBT_SETTLEMENT_AGREEMENT_ID}","A debt settlement agreement resolves an outstanding obligation by accepting less than the full amount owed as full and final satisfaction — typically in a single payment. A restructuring agreement reschedules, converts, or restructures obligations on an ongoing basis rather than extinguishing them in a lump sum. Settlement is final and binary; restructuring creates a continuing relationship with new terms and ongoing covenants.",{"vs":471,"vs_template_id":472,"summary":473},"Shareholder Agreement","shareholders-agreement-D13108","A shareholder agreement governs the ongoing rights and obligations of existing shareholders in a going-concern company. A restructuring agreement may amend or override shareholder agreement provisions as part of an equity reorganization, but its primary purpose is to document the mechanics of capital structure change. When a restructuring involves issuing new shares to creditors, both documents must be reconciled carefully to avoid conflicting tag-along, pre-emption, or voting rights.",{"vs":101,"vs_template_id":475,"summary":476},"asset-purchase-agreement-D13247","An asset purchase agreement transfers specific assets from seller to buyer, typically as a standalone commercial transaction or as part of a distressed sale outside of insolvency. A restructuring agreement reorganizes the obligations and equity of the existing entity without necessarily transferring assets. When a restructuring involves selling a division or subsidiary to satisfy creditors, both documents are used — the restructuring agreement governs the creditor arrangements and the asset purchase agreement documents the sale itself.",{"use_template":478,"template_plus_review":482,"custom_drafted":486},{"best_for":479,"cost":480,"time":481},"Single-creditor debt reschedulings, simple convertible note conversions, or internal equity reorganizations among a small number of known parties","Free","2–4 hours to draft; 1–2 weeks to negotiate and execute",{"best_for":483,"cost":484,"time":485},"Multi-creditor restructurings, any debt-to-equity conversion, or agreements involving releases of material legal claims","$1,500–$5,000","1–3 weeks",{"best_for":487,"cost":488,"time":489},"Cross-border restructurings, regulated industry entities, transactions over $1M, or any arrangement involving court approval or intercreditor mechanics","$10,000–$50,000+","4–12 weeks",[491,496,501,506],{"code":492,"name":493,"flag_asset_id":494,"note":495},"us","United States","flag-us","Out-of-court restructurings are governed by the terms of the existing credit documents and applicable state contract law. When a consensual deal cannot be reached with all creditors, a prepackaged or prearranged Chapter 11 filing allows the debtor to bind holdout creditors through court confirmation. The FTC and SEC may require disclosure or approval where debt-to-equity conversions involve public companies or affect registered securities. State usury laws can affect interest rate modifications in restructured facilities.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"ca","Canada","flag-ca","Out-of-court restructurings in Canada are common for smaller transactions, but the Companies' Creditors Arrangement Act (CCAA) provides a court-supervised restructuring process for companies with more than $5M in debt. The Canada Business Corporations Act (CBCA) and provincial equivalents govern any share issuances or amendments arising from a debt-to-equity conversion. Quebec civil law considerations apply to contracts governed by Quebec law. Secured creditor enforcement rights under the Personal Property Security Act (PPSA) must be considered when drafting default and remedies provisions.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"uk","United Kingdom","flag-uk","England and Wales offers a well-developed restructuring toolkit including schemes of arrangement under the Companies Act 2006 and the Restructuring Plan introduced by the Corporate Insolvency and Governance Act 2020, which allows dissenting creditor classes to be crammed down with court approval. Out-of-court restructurings are common in the London market and are typically governed by the LMA (Loan Market Association) standard documentation framework. Financial assistance rules under the Companies Act must be observed when shares are issued in connection with debt refinancing.",{"code":507,"name":508,"flag_asset_id":509,"note":510},"eu","European Union","flag-eu","The EU Restructuring Directive (2019/1023) requires member states to provide preventive restructuring frameworks allowing debtors to restructure before insolvency, including cross-class cramdown of dissenting creditors with court approval. Implementation varies by member state — Germany's StaRUG and France's sauvegarde accélérée are the most developed frameworks. GDPR obligations and data processing arrangements must be confirmed as unaffected by any change in control. Cross-border group restructurings within the EU must address COMI (center of main interests) to determine which member state's insolvency law governs.",[234,257,512,513,514,515,516,517,518,519,234,520],"shareholders-agreement-D1016","non-disclosure-agreement-nda-D12692","promissory-note-D434","letter-of-intent_acquisition-of-business-D5197","checklist-customer-due-diligence-D13916","board-resolution-D78","security-agreement-D915","non-profit-partnership-agreement-D14023","guarantee-of-account-D400",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":110,"secondary_folder":523,"document_type":524,"industry":525,"business_stage":526,"tags":527,"confidence":531},"equity-and-mergers","agreement","general","transition",[528,524,529,526,530],"restructuring","legal","debt-reorganization",0.92,"\u003Ch2>What is a Restructuring Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Restructuring Agreement\u003C/strong> is a binding legal contract that formalizes the terms under which a company reorganizes its debt obligations, equity structure, or operational arrangements with one or more creditors, shareholders, or counterparties. It sets out precisely what each party must do — rescheduling repayment timelines, writing down principal balances, converting outstanding loans into equity stakes, or revising governance arrangements — and creates enforceable obligations on all sides. Unlike informal workout correspondence or non-binding term sheets, a properly executed restructuring agreement replaces the original debt terms with a new contractual framework, typically paired with mutual releases of pre-restructuring claims.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a signed restructuring agreement exposes every party to significant legal and commercial risk. Creditors who rely on email exchanges and verbal commitments have no enforceable basis when the company misses a revised payment or a dispute arises over conversion mechanics. The company, in turn, has no protection against a creditor who informally agreed to a haircut reverting to the original debt terms and accelerating. Without documented covenants and an events-of-default clause, early warning triggers disappear — and a deteriorating situation that could have been caught at 30 days of missed reporting lands instead in a formal insolvency filing. A signed, executed restructuring agreement fixes the commercial deal, closes off legacy claims through a defined release, and gives both sides a clear, court-enforceable roadmap through the recovery period. This template provides the complete structural framework so your legal counsel can focus on negotiating the commercial terms rather than drafting the document from scratch.\u003C/p>\n",1778696281644]