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1. Parties: Identification of the maker (issuer) and payee of the promissory note, including full legal names and addresses
2. Background: Context of the issuance, including the underlying equity transaction or relationship
3. Definitions: Key terms used in the document, particularly those relating to equity conversion and payment obligations
4. Promise to Pay: Unconditional promise to pay a specific sum, including the amount in both numbers and words
5. Payment Terms: Details of payment date(s), currency, and method of payment
6. Equity Conversion Rights: Terms and conditions for converting the note into equity, including conversion price and mechanism
7. Security: Details of any security or collateral backing the note
8. Events of Default: Circumstances that trigger immediate payment obligation or other remedies
9. Enforcement: Rights and remedies available to the payee in case of default
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant courts
1. Sharia Compliance: Statement and provisions ensuring compliance with Islamic finance principles, used when the note needs to be Sharia-compliant
2. Interest/Profit Rate: Terms for any applicable interest or profit rate, if not structured as zero-coupon
3. Transferability: Provisions regarding the transfer or assignment of the note, if transferability is to be permitted
4. Tax Provisions: Allocation of tax responsibilities and withholding requirements, if applicable
5. Notices: Process for delivering formal notices between parties, if complex communication requirements exist
6. Amendment Provisions: Procedures for modifying the note terms, if flexibility is required
1. Payment Schedule: Detailed schedule of payment dates and amounts, if multiple payments are involved
2. Conversion Calculations: Formula and examples of equity conversion calculations
3. Security Details: Detailed description of any security or collateral provided
4. Corporate Authorizations: Copies of corporate approvals and authorizations for issuing the note
5. Equity Information: Details of the equity shares into which the note may be converted, including rights and restrictions
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Default Event
Default Interest Rate
Due Date
Equity Shares
Exercise Period
Face Value
Governmental Authority
Issue Date
Issuer
Maturity Date
Note
Noteholder
Optional Conversion
Ordinary Shares
Payment Date
Principal Amount
Qualifying IPO
Regulatory Approvals
Relevant Exchange Rate
Security
Security Interest
Share Capital
Subscription Rights
Transfer
UAE
UAE Dirham
Valuation
Working Hours
Payment Terms
Conversion Rights
Conversion Price
Maturity
Interest
Security
Events of Default
Acceleration
Representations and Warranties
Transferability
Assignment
Notice Requirements
Enforcement
Default Interest
Taxes
Currency
Amendment
Waiver
Severability
Force Majeure
Governing Law
Jurisdiction
Electronic Execution
Counterparts
Further Assurance
Entire Agreement
Time of Essence
Shareholder Rights
Regulatory Compliance
Technology
Real Estate
Healthcare
Manufacturing
Retail
Financial Services
Professional Services
Energy
Construction
Telecommunications
Education
Transport & Logistics
Legal
Finance
Corporate Secretariat
Treasury
Compliance
Risk Management
Corporate Development
Investment
Board of Directors
Executive Management
Chief Financial Officer
Chief Executive Officer
Finance Director
Legal Counsel
Corporate Secretary
Investment Manager
Business Development Director
Financial Controller
Compliance Officer
Treasury Manager
Corporate Finance Manager
Investment Analyst
Risk Manager
Board Director
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