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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."
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.
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
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
Financial Services
Banking
Investment Management
Real Estate
Infrastructure
Energy
Technology
Manufacturing
Healthcare
Telecommunications
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Secretariat
Capital Markets
Investment Banking
Corporate Finance
Credit
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
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