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Note Subscription Agreement
"I need a straightforward Note Subscription Agreement for a €500,000 unsecured note issuance by my Irish technology company to a single institutional investor, with a fixed interest rate and maturity date of March 15, 2025."
1. Parties: Identification of the Issuer and the Subscriber(s)
2. Background: Context of the note issuance and purpose of the agreement
3. Definitions and Interpretation: Defined terms and interpretation rules
4. Subscription and Issue: Core terms of the note subscription, including amount, price, and issue date
5. Conditions Precedent: Conditions that must be satisfied before subscription completion
6. Closing: Mechanics and requirements for completion of the subscription
7. Note Terms: Key terms of the notes including interest, maturity, and redemption rights
8. Representations and Warranties: Standard representations by both Issuer and Subscriber
9. Covenants: Ongoing obligations of the Issuer
10. Events of Default: Circumstances constituting default and consequences
11. Transfer Restrictions: Limitations on transfer of notes and required procedures
12. Tax Matters: Tax-related provisions and obligations
13. Confidentiality: Confidentiality obligations and permitted disclosures
14. Notices: Communication procedures between parties
15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments
1. Security: Required if the notes are secured by any assets or guarantees
2. Multiple Closings: Required if the notes are to be issued in multiple tranches
3. Subordination: Required if the notes are subordinated to other debt
4. Registration Rights: Required if subscribers have rights to register their notes for public trading
5. Conversion Rights: Required if the notes are convertible into equity
6. Information Rights: Required if subscribers are entitled to specific financial or other information
7. Co-Sale Rights: Required if subscribers have rights to participate in future sales
8. Regulatory Compliance: Required for specific regulatory regimes (e.g., if notes qualify as securities)
1. Form of Note: Template of the actual note certificate or instrument
2. Subscription Details: Details of subscribers, subscription amounts, and payment instructions
3. Conditions Precedent Documents: List of required closing documents and deliverables
4. Security Documents: If secured notes, details of security arrangements and collateral
5. Form of Transfer Certificate: Template for transferring notes to new holders
6. Know Your Customer Requirements: AML and due diligence requirements for subscribers
7. Note Terms and Conditions: Detailed terms and conditions of the notes
8. Form of Accession Deed: Template for new subscribers joining the agreement
Authors
Financial Services
Real Estate
Technology
Infrastructure
Energy
Manufacturing
Healthcare
Telecommunications
Construction
Private Equity
Venture Capital
Professional Services
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Investment Management
Company Secretarial
Tax
Corporate Finance
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Investment Manager
Fund Manager
Compliance Officer
Treasury Manager
Company Secretary
Investment Director
Transaction Manager
Risk Manager
Corporate Finance Manager
Investment Banker
Financial Controller
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