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Convertible Promissory Note
"I need a Convertible Promissory Note under Indonesian law for a USD 500,000 investment with 5% annual interest, convertible upon a qualified financing round of at least USD 2 million, with a 20% discount rate."
1. Parties: Identification of the Lender and Borrower, including complete legal names and addresses
2. Background: Context of the loan arrangement and relationship between parties
3. Definitions: Key terms used throughout the document, including financial terms and conversion-related definitions
4. Loan Amount and Interest: Principal amount, currency, interest rate, and calculation method
5. Repayment Terms: Payment schedule, maturity date, and prepayment provisions
6. Conversion Rights: Terms and conditions for converting the note into equity, including conversion price or mechanism
7. Conversion Mechanics: Detailed process for executing the conversion, including notice requirements and documentation
8. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority
9. Events of Default: Circumstances constituting default and consequences thereof
10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Security: Terms of any collateral or security provided - include if the note is secured
2. Qualified Financing Provisions: Specific terms relating to automatic conversion upon qualified financing - include if automatic conversion is desired
3. Foreign Investment Provisions: Additional terms required for foreign lenders - include if the lender is not Indonesian
4. Tax Provisions: Specific tax-related terms and withholding requirements - include if cross-border or complex tax implications exist
5. Change of Control Provisions: Terms dealing with company sale or change of control - include if early conversion/repayment on change of control is desired
6. Information Rights: Lender's rights to company information - include for sophisticated investors
7. Subordination Provisions: Terms regarding ranking of the note - include if there are other creditors requiring subordination
1. Conversion Notice Form: Template form for exercising conversion rights
2. Calculation of Interest: Detailed methodology for interest calculations
3. Corporate Authorizations: Copies of relevant corporate approvals for issuing the note
4. Share Capital Structure: Current and post-conversion capital structure of the Borrower
5. Payment Schedule: Detailed repayment schedule if installment payments are required
Authors
Articles of Association
Business Day
Change of Control
Company
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Event
Default Interest Rate
Drawdown Date
Encumbrance
Events of Default
Fully Diluted Share Capital
Governing Law
Interest Payment Date
Interest Rate
Lender
Loan Amount
Maturity Date
Next Equity Financing
Note
OJK
Prepayment
Principal Amount
Qualified Financing
Qualified Financing Notice
Repayment Date
Security Interest
Shareholders
Shares
Subscription Price
Subsidiary
Transaction Documents
Valuation Cap
Interest
Repayment
Conversion Rights
Automatic Conversion
Optional Conversion
Events of Default
Representations and Warranties
Covenants
Security
Assignment
Notices
Confidentiality
Governing Law
Dispute Resolution
Force Majeure
Amendment
Severability
Entire Agreement
Further Assurance
Currency
Tax
Information Rights
Most Favored Nation
Change of Control
Subordination
Registration Rights
Technology
E-commerce
Financial Services
Healthcare
Manufacturing
Renewable Energy
Consumer Goods
Education Technology
Biotechnology
Software Development
Digital Media
Transportation
Real Estate
Legal
Finance
Corporate Secretarial
Investment
Treasury
Compliance
Risk Management
Corporate Development
Business Development
Chief Executive Officer
Chief Financial Officer
Investment Manager
Legal Counsel
Corporate Secretary
Finance Director
Investment Director
Venture Capital Associate
Corporate Lawyer
Financial Controller
Business Development Manager
Company Director
Risk Manager
Compliance Officer
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