The Convertible Note Agreement serves as a crucial financing instrument for companies seeking interim funding before a priced equity round. This document, governed by Maltese law, provides a framework for companies to secure immediate capital while deferring company valuation discussions. It's particularly valuable for startups and growth companies where traditional equity valuation might be challenging or premature. The agreement encompasses essential elements including the principal amount, interest rate, conversion mechanisms, maturity date, and various investor protections. It must comply with Maltese corporate law requirements, particularly regarding debt instruments and share issuance. The document is structured to protect both the company's and investors' interests while maintaining flexibility for future financing rounds.
Convertible Note Agreement for Malta
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Convertible Note Agreement
"I need a Convertible Note Agreement under Maltese law for a 鈧500,000 investment in my tech startup, with a 20% discount rate on conversion, 5% annual interest, and maturity date in March 2025, including standard investor information rights and board observer rights."
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1. Parties: Identification of the Company (Issuer) and the Noteholder(s), including their full legal names and registered addresses
2. Background: Recitals explaining the purpose of the convertible note issuance and the company's business context
3. Definitions and Interpretation: Defined terms used throughout the agreement, including financial terms, conversion mechanisms, and technical definitions
4. Subscription and Issuance: Terms of the note subscription, including principal amount, closing conditions, and issuance procedures
5. Interest: Interest rate, calculation method, payment periods, and treatment of accrued interest upon conversion
6. Maturity and Repayment: Maturity date, repayment terms, and conditions for early repayment
7. Conversion Rights: Conversion triggers, pricing mechanisms, and procedures for converting the note into equity
8. Conversion Mechanics: Detailed process for executing the conversion, including notice requirements and share issuance procedures
9. Company Representations and Warranties: Company's statements regarding its legal status, authority, and business condition
10. Noteholder Representations and Warranties: Noteholder's statements regarding investment capacity and regulatory compliance
11. Covenants: Ongoing obligations of the company, including information rights and operational restrictions
12. Events of Default: Circumstances constituting default and resulting remedies
13. Transferability: Restrictions and conditions for transferring the note
14. Notices: Communication procedures between parties
15. Governing Law and Jurisdiction: Specification of Maltese law governance and jurisdiction for disputes
1. Security: Include when the note is secured by company assets or guarantees
2. Pre-emptive Rights: Include when existing shareholders have rights regarding the note issuance or resulting shares
3. Tag-Along Rights: Include when noteholders receive tag-along rights upon conversion
4. Board Observer Rights: Include when noteholders receive board observation rights
5. Information Rights: Include when specific information rights beyond statutory requirements are granted
6. Most Favored Nation: Include when offering protection against more favorable terms in future note issuances
7. Anti-dilution Protection: Include when providing specific protection against dilutive events
8. Subordination Provisions: Include when the note is subordinated to other debt
9. Tax Provisions: Include when specific tax treatments or allocations need to be addressed
1. Form of Conversion Notice: Template notice for exercising conversion rights
2. Calculation of Conversion Price: Detailed methodology and examples for calculating the conversion price
3. Cap Table: Current and post-conversion capitalization tables
4. Corporate Authorizations: Copies of relevant board and shareholder resolutions
5. Form of Deed of Adherence: Template for additional noteholders to join the agreement
6. Security Documents: If applicable, documents detailing security arrangements
7. Disclosure Schedule: Company disclosures against representations and warranties
8. Form of Share Certificate: Template for share certificates to be issued upon conversion
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Fintech
Biotech
Healthcare
E-commerce
Software Development
Clean Energy
Digital Media
Telecommunications
Manufacturing
Real Estate Technology
Artificial Intelligence
Blockchain
Consumer Products
Professional Services
Relevant Teams
Legal
Finance
Corporate Development
Treasury
Executive Leadership
Investment
Compliance
Corporate Secretariat
Board of Directors
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Investment Director
Venture Capital Partner
Angel Investor
Financial Controller
Treasury Manager
Corporate Development Director
Board Member
Company Director
Investment Manager
Legal Counsel
Finance Director
Startup Founder
Corporate Attorney
Investment Banker
Business Development Director
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