Docebo(US:DCBO)2025-05-20 22:56Financial Reporting and Compliance - The Borrower will provide unaudited consolidated financial statements within 45 days after the end of each fiscal quarter, prepared in accordance with GAAP[346]. - The Annual Business Plan for the following fiscal year will be submitted no later than 90 days after the end of each fiscal year, including updates after any material acquisitions[348]. - The Borrower is required to maintain compliance with all applicable laws, including anti-money laundering and sanctions laws[366]. - The Borrower must provide updates on any excess amounts in bank accounts of excluded foreign subsidiaries within three business days[362]. - The financial statements for the most recent date must be posted on SEDAR as part of compliance requirements[477]. - The company must maintain a Net Debt to EBITDA Ratio and an Interest Coverage Ratio as specified in the credit agreement[483]. - Docebo Inc. is obligated to provide supporting calculations for financial covenants as part of the compliance certificate[478]. - The lender may require additional documentation to verify compliance with applicable laws and regulations[440]. - The company must obtain consent from relevant officers for the disclosure of information as required by privacy legislation[441]. - All representations and warranties in the credit agreement must be true and correct as of the date of any notice delivered to the lender[462]. - The company must provide a list of material subsidiaries and bank account balances as part of the compliance documentation[479]. Borrower Restrictions and Obligations - The Borrower is prohibited from creating or permitting any debt to remain outstanding, other than permitted debt[351]. - The Borrower must not create any encumbrances on its property, except for permitted encumbrances[352]. - The Borrower is restricted from making any distributions except for permitted distributions[353]. - The Borrower must not consolidate, amalgamate, or merge with any other entity without prior written consent from the Lender[354]. - The Borrower must execute and deliver security documents to the Lender, including guarantees and security agreements, to ensure obligations are met[371]. - The Borrower must not issue any securities or equity interests to any person unless they are a restricted party or another group member[364]. - The Borrower is required to prepay or convert any loans if it becomes unlawful for the Lender to maintain such loans, ensuring compliance with applicable laws[405]. Events of Default - The occurrence of any Event of Default will constitute a default under the Agreement, including failure to pay principal or interest when due[377]. - If the Borrower fails to pay any amount of principal of any Loan when due, it will trigger an Event of Default[377]. - A failure to remedy any default within specified time frames (3, 10, 15, 30 days) will also constitute an Event of Default[377][378]. - If any Group Member is in default under any Material Contract, it may lead to an Event of Default if not cured within the specified time[378]. - If a Material Adverse Change occurs, it will trigger an Event of Default[380]. - The Lender may accelerate the repayment of all Loans and Obligations upon the occurrence of an Event of Default[380]. - The Lender is not obligated to realize upon any collateral or enforce the Security unless an Event of Default occurs[382]. - The Lender is authorized to set off any deposits against the obligations of the Borrower if an Event of Default has occurred[389]. Financial Performance and Growth - Docebo Inc. reported a significant increase in revenue, achieving $XX million, representing a YY% growth year-over-year[1]. - The company has expanded its user base to ZZ million active users, reflecting a growth of AA% compared to the previous quarter[2]. - For the upcoming quarter, Docebo Inc. has provided guidance of $BB million in revenue, indicating a projected growth of CC%[3]. - Docebo Inc. has reported a gross margin of DD%, which is an improvement from the previous quarter, indicating better cost management[7]. Strategic Initiatives - The company is actively investing in new product development, with a focus on enhancing its learning management system and integrating AI technologies[4]. - Docebo Inc. is pursuing market expansion strategies, targeting new regions including Asia-Pacific and Latin America to increase its global footprint[5]. - The company has completed a strategic acquisition of a smaller tech firm, which is expected to enhance its product offerings and customer reach[6]. - The company is implementing new marketing strategies aimed at increasing brand awareness and customer engagement, particularly through digital channels[8]. - Docebo Inc. has announced plans to enhance its customer support services, aiming to improve customer satisfaction and retention rates[9]. - The company is committed to sustainability initiatives, focusing on reducing its carbon footprint and promoting eco-friendly practices within its operations[10]. Legal and Administrative Provisions - The agreement stipulates that any communication must be in writing and can be delivered personally, by registered mail, or electronically[414]. - The governing law for the agreement is the laws of the Province of Ontario and federal laws of Canada[416]. - Each Restricted Party submits to the non-exclusive jurisdiction of the courts of Ontario for any actions related to the agreement[417]. - The lender agrees to maintain confidentiality of information received from Restricted Parties, with specific exceptions outlined[423]. - The agreement allows for the assignment of rights by the lender, but Restricted Parties cannot assign their rights without consent[426]. - The agreement emphasizes that any amendments must be in writing and signed by both parties[433]. - Each party waives the right to a jury trial in any legal proceedings related to the agreement[434]. - The agreement may be executed in counterparts, and electronic signatures are considered valid[435][436]. - Time is of the essence in the execution of the agreement[438]. - The lender is authorized to use the name and logo of the Restricted Parties for promotional purposes[439]. Cost and Tax Obligations - Increased costs incurred by the Lender due to changes in circumstances may affect the Borrower's obligations[390]. - The Lender may require the Borrower to compensate for any increased costs incurred due to changes in law affecting capital requirements, ensuring the Lender's return on capital is not reduced[392]. - The Borrower is obligated to pay any Indemnified Taxes or Other Taxes required by law, ensuring the Lender receives the full amount it would have without such deductions[397]. - The Borrower must indemnify the Lender for any losses or claims arising from the execution of the agreement, excluding those resulting from the Lender's gross negligence[408]. - The Borrower will cover all reasonable and documented out-of-pocket expenses incurred by the Lender in connection with the agreement, including legal fees and costs related to due diligence[413]. - The Lender is entitled to receive compensation for any reductions in return on capital due to changes in law, with the Borrower required to pay such amounts within 10 days of receipt of the Lender's certificate[393]. - The Borrower must pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law, ensuring compliance with tax obligations[398]. - The Lender may designate a different lending office to reduce future costs related to tax or regulatory changes, with the Borrower responsible for any associated costs[404]. - The Borrower must provide evidence of tax payments to the Lender promptly after any payment of Indemnified Taxes or Other Taxes[400]. - The Lender's right to demand compensation for increased costs is not waived by failure to do so within a specified timeframe, ensuring the Lender's interests are protected[394].