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Note Subscription Agreement Template for New Zealand

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Key Requirements PROMPT example:

Note Subscription Agreement

"I need a Note Subscription Agreement for my technology company to issue secured notes to professional investors, with a total issuance of NZD 5 million at 8.5% interest rate, maturing in March 2025, with quarterly interest payments and the option for early redemption after 12 months."

Document background
The Note Subscription Agreement is a fundamental document used when a company seeks to raise debt financing through the issuance of notes in New Zealand. It establishes the legal framework for the subscription, issuance, and maintenance of the notes, ensuring compliance with New Zealand's financial markets regulations, particularly the Financial Markets Conduct Act 2013. This agreement is typically used when companies need to raise capital without diluting equity, offering investors a fixed or floating return on their investment. The document includes essential terms such as interest payments, maturity dates, transfer restrictions, and default provisions, while also addressing specific New Zealand regulatory requirements such as financial product disclosure and fair dealing obligations.
Suggested Sections

1. Parties: Identifies the issuer and the subscriber(s)

2. Background: Sets out the context of the note issuance and the purpose of the agreement

3. Definitions and Interpretation: Defines key terms and sets out interpretation principles

4. Issue and Subscription: Details the terms of note issuance and subscription process

5. Note Terms: Core terms of the notes including interest rate, maturity, and payment terms

6. Subscription Process: Procedures for applying for and settling note subscriptions

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

8. Issuer Covenants: Ongoing obligations of the issuer

9. Transfer Provisions: Rules and procedures for transferring notes

10. Payments: Payment mechanics and processes

11. Tax: Tax provisions including withholding tax obligations

12. Events of Default: Circumstances constituting default and consequences

13. Enforcement: Rights and remedies on default

14. Notices: Communication requirements and methods

15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments

Optional Sections

1. Security: Required if the notes are secured against any assets

2. Trustee Provisions: Required if a trustee structure is used for the note issuance

3. Ranking: Required if there are multiple classes of notes or other creditors to address priority

4. Early Redemption: Optional provisions for early redemption rights

5. Minimum Subscription: Required if there is a minimum subscription amount

6. Register: Required if the issuer maintains its own note register

7. Market Making: Required if there are arrangements for creating a secondary market

8. Meetings of Noteholders: Required for collective decision-making processes

9. Further Issues: Optional provisions regarding the issuance of additional notes

Suggested Schedules

1. Note Terms: Detailed terms and conditions of the notes

2. Form of Application: Template subscription application form

3. Form of Transfer: Template for transferring notes

4. Disclosure Statement: Required regulatory disclosures under NZ law

5. Meeting Procedures: Procedures for noteholder meetings if applicable

6. Security Details: Details of any security arrangements if secured notes

7. Financial Covenants: Detailed financial covenants and calculations if applicable

8. Address Details: Contact details for notices

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

Retail

Healthcare

Agriculture

Mining

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Corporate Finance

Compliance

Risk Management

Company Secretariat

Investment

Capital Markets

Executive Management

Relevant Roles

Chief Financial Officer

Treasurer

Finance Director

Corporate Lawyer

Legal Counsel

Investment Manager

Fund Manager

Compliance Officer

Company Secretary

Chief Executive Officer

Financial Controller

Debt Capital Markets Manager

Investment Banker

Corporate Finance Manager

Risk 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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