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1. Parties: Identification of the issuer and note holder
2. Background: Context of the note issuance and relationship between parties
3. Definitions: Key terms used throughout the document including Maturity Date, Conversion Price, Qualified Financing, etc.
4. Promise to Pay: Core obligation to repay principal amount with specified interest
5. Interest: Interest rate, calculation method, and payment terms
6. Maturity: Maturity date and repayment obligations
7. Conversion Rights: Terms and conditions for converting the note to equity
8. Conversion Mechanics: Process and procedures for executing conversion
9. Events of Default: Circumstances constituting default and consequences
10. Representations and Warranties: Standard company and note holder representations
11. General Terms: Standard boilerplate provisions including notices, amendments, governing law
1. Security Interest: Used when any form of security is provided despite being generally unsecured
2. Subordination: Include when the note needs to be subordinated to other debt
3. Multiple Closings: Required when the note is part of a series of similar notes
4. Most Favored Nation: Protection if company issues notes with better terms
5. Board Observer Rights: If note holder is granted board observation rights
6. Information Rights: When holder is entitled to receive company financial information
7. Pre-emptive Rights: If holder gets rights to participate in future fundraising
8. Transfer Restrictions: If there are limitations on transferring the note
1. Schedule 1 - Note Details: Key commercial terms including principal amount, interest rate, maturity date
2. Schedule 2 - Conversion Calculations: Detailed methodology for calculating conversion price and number of shares
3. Schedule 3 - Form of Conversion Notice: Template notice for exercising conversion rights
4. Schedule 4 - Company Capitalization: Current cap table and capital structure
5. Appendix A - Qualified Financing Terms: Detailed definition and requirements for qualified financing
6. Appendix B - Required Shareholder Consents: List of required approvals for conversion
Business Day
Company
Completion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Default Interest Rate
Event of Default
Fully Diluted Share Capital
Holder
Interest Rate
Issue Date
Maturity Date
Note
Principal Amount
Qualified Financing
Qualified Financing Securities
Related Body Corporate
Relevant Interest
Security Interest
Shares
Subordination Agreement
Tax
Transfer
Conversion Shares
Change of Control
Confidential Information
Constitutional Documents
Director
Encumbrance
Financial Indebtedness
Insolvency Event
Material Adverse Effect
Officer
Permitted Security Interest
Pre-Money Valuation
Share Capital
Shareholder
Interest
Repayment
Conversion Rights
Events of Default
Representations and Warranties
Information Rights
Pre-emptive Rights
Most Favored Nation
Assignment and Transfer
Subordination
Confidentiality
Notices
Amendment and Waiver
Governing Law
Dispute Resolution
Further Assurance
Costs and Expenses
Severability
Entire Agreement
Counterparts
Time of Essence
Force Majeure
Term and Termination
Security Interest Disclaimer
Shareholder Rights
Technology
Biotechnology
Financial Services
Software
Healthcare
Clean Energy
E-commerce
Manufacturing
Media and Entertainment
Professional Services
Agriculture Technology
Education Technology
Legal
Finance
Corporate Development
Treasury
Executive Leadership
Investment
Company Secretariat
Risk Management
Compliance
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Investment Manager
Corporate Lawyer
Finance Director
Venture Capital Associate
Investment Analyst
Corporate Development Manager
Treasury Manager
Financial Controller
Startup Founder
Managing Director
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