Unsecured Convertible Promissory Note Template for Austria

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Key Requirements PROMPT example:

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."

Document background
The Unsecured Convertible Promissory Note is a strategic financing instrument commonly used in early-stage company funding, particularly in the Austrian market where traditional debt financing might be less accessible for growth companies. This document type bridges the gap between straight debt and equity financing, offering investors the security of debt with the upside potential of equity participation. It is particularly useful in situations where company valuation might be premature or uncertain, allowing parties to defer valuation discussions while providing immediate funding. The document incorporates all necessary provisions required under Austrian law, including compliance with the Austrian Civil Code (ABGB) and Commercial Code (UGB), while maintaining flexibility for commercial terms such as conversion triggers, interest rates, and maturity dates. The unsecured nature of the note reflects the typical risk profile of early-stage investments while potentially offering faster execution compared to secured instruments.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions
Relevant Industries

Technology

Software

Biotechnology

Healthcare

Financial Services

E-commerce

Clean Technology

Manufacturing

Consumer Goods

Digital Media

Telecommunications

Real Estate

Professional Services

Industrial Technology

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Investment

Risk Management

Business Development

Compliance

Corporate Secretariat

Executive Leadership

Relevant Roles

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

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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