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Note Subscription Agreement Template for Netherlands

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Key Requirements PROMPT example:

Note Subscription Agreement

"I need a Note Subscription Agreement for a private placement of €10 million unsecured notes to be issued by our tech startup to a single institutional investor, with quarterly interest payments and a maturity date in March 2025."

Document background
The Note Subscription Agreement serves as the primary contractual framework for debt securities issuance in the Netherlands. It is typically used when a company seeks to raise capital by issuing debt instruments in the form of notes, whether through private placement or public offering. The agreement details the complete subscription process, including pricing, settlement procedures, and ongoing obligations of all parties involved. Subject to Dutch law, particularly the Burgerlijk Wetboek (Civil Code) and Wet op het financieel toezicht (Financial Supervision Act), the document must comply with both domestic and EU regulatory requirements. The Note Subscription Agreement is essential for establishing the legal relationship between the issuer and subscriber(s), defining their respective rights and obligations, and ensuring proper documentation of the note issuance process.
Suggested Sections

1. Parties: Identification of the issuer and subscriber(s)

2. Background: Context of the note issuance and purpose of the agreement

3. Definitions and Interpretation: Defined terms and rules of interpretation

4. Subscription and Issue: Core terms of the note subscription, including amount, price, and closing mechanics

5. Conditions Precedent: Conditions that must be satisfied before the subscription becomes effective

6. Representations and Warranties: Statements of fact and assurances from both issuer and subscriber

7. Covenants: Ongoing obligations of the issuer and subscriber

8. Interest and Repayment: Terms regarding interest calculations, payment dates, and repayment provisions

9. Events of Default: Circumstances constituting default and consequences

10. Notices: Communication procedures between parties

11. Assignment and Transfer: Provisions regarding the transferability of the notes and rights under the agreement

12. Amendments and Waivers: Procedures for modifying the agreement or waiving rights

13. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

14. Miscellaneous: Standard boilerplate provisions including severability, counterparts, etc.

Optional Sections

1. Security: Required if the notes are secured, detailing the security structure and enforcement rights

2. Paying Agent Provisions: Required if a paying agent is appointed to handle payments

3. Tax Considerations: Detailed tax provisions when specific tax structures or considerations apply

4. Listing Provisions: Required if the notes are to be listed on a securities exchange

5. Registration Rights: Required if there are specific provisions for registering the notes

6. Subordination: Required if the notes are subordinated to other debt

7. Note Trustee: Required if a trustee structure is used for the note issuance

Suggested Schedules

1. Form of Note: Template of the physical or global note certificate

2. Conditions Precedent Documents: List of required closing documents and forms

3. Payment Schedule: Detailed schedule of interest and principal payment dates

4. Subscription Form: Form to be completed by subscribers

5. Know Your Customer Requirements: List of required KYC documentation

6. Form of Transfer Certificate: Template for transferring notes to new holders

7. Technical Terms of the Notes: Detailed technical specifications of the notes including ISIN/security codes

8. Form of Compliance Certificate: Template for periodic compliance certification

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



























































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Relevant Industries

Financial Services

Banking

Investment Management

Real Estate

Infrastructure

Energy

Technology

Manufacturing

Healthcare

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Capital Markets

Investment Banking

Corporate Finance

Credit

Relevant Roles

Chief Financial Officer

Treasury Manager

Legal Counsel

Finance Director

Investment Manager

Compliance Officer

Corporate Secretary

Investment Banker

Financial Controller

Risk Manager

Capital Markets Director

Debt Finance Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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