The Note Subscription Agreement is a fundamental document used in debt financing transactions where an entity seeks to raise capital by issuing notes to investors. This agreement, governed by Swiss law, serves as the primary contract between the issuer and subscriber(s), detailing all aspects of the note issuance including subscription terms, payment obligations, representations, warranties, and covenants. It is particularly utilized in scenarios requiring structured debt financing, whether for corporate growth, refinancing, or specific project funding. The document must comply with Swiss financial regulations, including the Financial Services Act (FIDLEG) and Financial Market Infrastructure Act (FinfraG), making it suitable for both domestic Swiss transactions and international financings choosing Swiss law. The Note Subscription Agreement typically forms part of a larger suite of financing documents and may include various security or guarantee arrangements depending on the transaction structure.
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Key Requirements PROMPT example:
Note Subscription Agreement
"I need a Note Subscription Agreement under Swiss law for a CHF 10 million note issuance by our technology company, with quarterly interest payments at 5% per annum and maturity in March 2025, to be subscribed by a single institutional investor."
1. Parties: Identification of the Issuer and the Subscriber(s)
2. Background: Context of the note issuance, including purpose of the funding and basic transaction structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Subscription and Issue: Core terms of the note subscription, including amount, price, and closing mechanics
5. Conditions Precedent: Conditions that must be satisfied before the subscription obligation becomes effective
6. Note Terms: Key terms of the notes including interest rate, maturity, and repayment provisions
7. Representations and Warranties: Statements of fact and assurances from both the Issuer and Subscriber
8. Covenants: Ongoing obligations of the Issuer during the term of the notes
9. Events of Default: Circumstances that trigger default and remedies available to noteholders
10. Transfer Restrictions: Limitations on the transfer of notes and required procedures
11. Payments: Payment mechanics, currency, and tax provisions
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate including amendments, waivers, and severability
14. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions
1. Security: Include when notes are secured by assets or guarantees
2. Guarantee: Include when there are third-party guarantors
3. Conversion Rights: Include for convertible notes with terms of conversion to equity
4. Subordination: Include when notes are subordinated to other debt
5. Registration Rights: Include when notes or conversion shares require registration rights
6. Tax Gross-Up: Include when issuer agrees to gross up payments for withholding taxes
7. Multiple Subscribers: Include when there are multiple subscribers requiring inter-creditor provisions
8. Note Holder Representative: Include when a representative is appointed to act for noteholders
1. Form of Note: Template of the actual note certificate or instrument
2. Subscription Details: Details of subscription amounts, account information, and closing mechanics
3. Conditions Precedent Documents: List of required closing documents and deliverables
4. Form of Transfer Certificate: Template for documenting transfers of notes
5. Security Documents: If applicable, details of security arrangements and collateral
6. Corporate Authorizations: Required corporate approvals and resolutions
7. Know Your Customer Requirements: AML and KYC documentation requirements
8. Payment Schedule: Detailed payment dates and amounts
9. Form of Compliance Certificate: Template for periodic compliance certifications
Authors
Relevant legal definitions
Accredited Investor
Affiliate
Aggregate Subscription Amount
Applicable Law
Authorizations
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Control
Default
Default Interest
Definitive Note Certificate
Encumbrance
Event of Default
FIDLEG
FinfraG
Financial Indebtedness
Financial Statements
Governmental Authority
Group
Guarantee
Guarantor
Holdings
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Legal Reservations
Majority Noteholders
Material Adverse Effect
Maturity Date
Note Documents
Note Register
Notes
Noteholder
Notice
Officer's Certificate
Paying Agent
Payment Date
Permitted Encumbrance
Person
Principal Amount
Redemption Amount
Redemption Date
Register
Registrar
Regulated Market
Relevant Jurisdiction
Security
Security Agent
Security Documents
Subscriber
Subscription Amount
Subscription Price
Swiss Francs
Swiss GAAP
Tax
Transaction Documents
Transfer Certificate
Working Day
Affiliate
Aggregate Subscription Amount
Applicable Law
Authorizations
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Control
Default
Default Interest
Definitive Note Certificate
Encumbrance
Event of Default
FIDLEG
FinfraG
Financial Indebtedness
Financial Statements
Governmental Authority
Group
Guarantee
Guarantor
Holdings
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Legal Reservations
Majority Noteholders
Material Adverse Effect
Maturity Date
Note Documents
Note Register
Notes
Noteholder
Notice
Officer's Certificate
Paying Agent
Payment Date
Permitted Encumbrance
Person
Principal Amount
Redemption Amount
Redemption Date
Register
Registrar
Regulated Market
Relevant Jurisdiction
Security
Security Agent
Security Documents
Subscriber
Subscription Amount
Subscription Price
Swiss Francs
Swiss GAAP
Tax
Transaction Documents
Transfer Certificate
Working Day
Clauses
Subscription
Issue
Payment Terms
Interest
Redemption
Conditions Precedent
Representations and Warranties
Covenants
Events of Default
Acceleration
Security
Guarantee
Transfer Restrictions
Conversion Rights
Registration Rights
Information Rights
Confidentiality
Anti-Money Laundering
Tax
Costs and Expenses
Indemnification
Assignment
Amendments and Waivers
Notices
Severability
Set-Off
Force Majeure
Governing Law
Jurisdiction
Process Agent
Execution
Counterparts
Issue
Payment Terms
Interest
Redemption
Conditions Precedent
Representations and Warranties
Covenants
Events of Default
Acceleration
Security
Guarantee
Transfer Restrictions
Conversion Rights
Registration Rights
Information Rights
Confidentiality
Anti-Money Laundering
Tax
Costs and Expenses
Indemnification
Assignment
Amendments and Waivers
Notices
Severability
Set-Off
Force Majeure
Governing Law
Jurisdiction
Process Agent
Execution
Counterparts
Relevant Industries
Financial Services
Banking
Investment Management
Private Equity
Real Estate
Infrastructure
Technology
Manufacturing
Energy
Healthcare
Telecommunications
Professional Services
Relevant Teams
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Investment Banking
Capital Markets
Corporate Secretariat
Credit
Relevant Roles
Chief Financial Officer
General Counsel
Corporate Lawyer
Finance Director
Investment Manager
Compliance Officer
Treasury Manager
Corporate Secretary
Investment Banker
Financial Controller
Risk Manager
Legal Counsel
Transaction Manager
Debt Capital Markets Manager
Corporate Finance Manager
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