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Unsecured Convertible Promissory Note
"I need an Unsecured Convertible Promissory Note for my Vienna-based software startup to secure €500,000 in bridge financing from an angel investor, with a 15% discount rate on the next funding round, 5% annual interest, and maturity date of March 1, 2025."
1. Parties: Identification of the Lender(s) and the Company (Borrower), including full legal names, registration details, and addresses
2. Background: Context of the loan arrangement and purpose of the convertible note
3. Definitions: Key terms used throughout the document, including financial terms, conversion-related definitions, and other technical terminology
4. Loan Amount and Issuance: Details of the principal amount, issuance date, and disbursement terms
5. Interest: Interest rate, calculation method, payment periods, and compound interest provisions
6. Maturity and Repayment: Maturity date and repayment terms, including any early repayment provisions
7. Conversion Rights: Terms and conditions for converting the note into equity, including conversion price, timing, and mechanics
8. Conversion Price Adjustments: Mechanisms for adjusting the conversion price in response to corporate events or anti-dilution provisions
9. Events of Default: Circumstances constituting default and consequences thereof
10. Representations and Warranties: Standard representations by both parties regarding capacity, authority, and compliance
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
12. Notices: Process and requirements for formal communications between parties
13. Assignment and Transfer: Terms governing the transfer or assignment of the note
14. Amendments and Waivers: Procedures for modifying the agreement or waiving rights
1. Security Interest: Although primarily unsecured, may include provisions for subsequent security arrangements if agreed
2. Subordination: Include if the note needs to be subordinated to other debt obligations
3. Qualified Financing Provisions: Automatic conversion terms in case of a qualified financing round
4. Change of Control Provisions: Special rights or obligations in case of a change in company control
5. Most Favored Nation Clause: Protection ensuring the holder receives the benefit of better terms offered in subsequent note issuances
6. Information Rights: Rights of the noteholder to receive company financial information and reports
7. Board Observer Rights: Rights of the noteholder to appoint a board observer
8. Tax Provisions: Specific tax-related provisions if required by the transaction structure
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. Corporate Details: Company's share capital structure, existing securities, and relevant corporate information
4. Shareholders' Agreement Terms: Key terms from the shareholders' agreement that will apply post-conversion
5. Payment Schedule: Schedule of interest payments and other scheduled payments if applicable
6. Required Corporate Approvals: List of corporate approvals obtained or required for the note issuance and conversion
Authors
Additional Notes
Affiliate
Articles of Association
Business Day
Change of Control
Company
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Interest
Discount Rate
Event of Default
Exit Event
Fully Diluted Share Capital
Governing Law
Interest Payment Date
Interest Rate
Issue Date
Lender
Maturity Date
Next Equity Financing
Note
Noteholder
Original Principal Amount
Qualified Financing
Qualified Financing Price
Qualifying IPO
Share Capital
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Trade Sale
Transaction Documents
Valuation Cap
Working Day
Interest Rate
Repayment Terms
Conversion Rights
Anti-dilution
Events of Default
Representations and Warranties
Information Rights
Assignment
Transfer Restrictions
Subordination
Most Favored Nation
Confidentiality
Notices
Amendment and Waiver
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Tax
Change of Control
Qualified Financing
Exit Rights
Tag-Along Rights
Drag-Along Rights
Board Observer Rights
Technology
Software
Biotechnology
Healthcare
Financial Services
E-commerce
Clean Technology
Manufacturing
Consumer Goods
Digital Media
Telecommunications
Real Estate
Professional Services
Industrial Technology
Legal
Finance
Treasury
Corporate Development
Investment
Risk Management
Business Development
Compliance
Corporate Secretariat
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Investment Manager
Legal Counsel
Corporate Lawyer
Investment Director
Financial Controller
Venture Capital Associate
Investment Analyst
Company Secretary
Finance Director
Treasury Manager
Corporate Development Manager
Business Development Director
Risk Manager
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