The Note Purchase Agreement is a vital instrument in corporate finance and capital markets transactions under Maltese law. It is typically used when a company (the issuer) wishes to raise capital by issuing debt securities to one or more purchasers, whether through private placement or public offering. The document comprehensively details the terms of the note issuance, including purchase price, interest rates, maturity dates, and payment terms. It also addresses crucial aspects such as conditions precedent, representations and warranties, covenants, and events of default. The agreement must comply with Malta's sophisticated financial services regulatory framework, including requirements under the Companies Act, Financial Markets Act, and relevant EU regulations. This document is particularly important in Malta's growing financial services sector and is often used by both domestic and international companies leveraging Malta's favorable business environment.
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1. Parties: Identification of the issuer, purchaser(s), and any other relevant parties to the agreement
2. Background: Recitals explaining the context and purpose of the note issuance and purchase
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Purchase and Sale of Notes: Core terms of the purchase, including purchase price, principal amount, and basic terms of the notes
5. Closing: Details of the closing process, timing, and deliverables
6. Conditions Precedent: Conditions that must be satisfied before the purchase obligation becomes effective
7. Representations and Warranties of the Issuer: Issuer's statements about its legal status, authority, and financial condition
8. Representations and Warranties of the Purchaser: Purchaser's statements about its legal status, authority, and investment intentions
9. Covenants: Ongoing obligations of the parties, particularly the issuer's obligations
10. Events of Default: Circumstances constituting default and consequences thereof
11. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and jurisdiction
1. Registration Rights: Include when notes may be registered with securities authorities or listed on an exchange
2. Tax Considerations: Include when specific tax treatments or obligations need to be addressed
3. Security: Include when the notes are secured by specific assets or guarantees
4. Subordination: Include when the notes are subordinated to other debt
5. Transfer Restrictions: Include when there are specific limitations on the transfer of notes
6. Interest Rate Provisions: Include detailed interest calculations when using complex interest structures
7. Redemption and Prepayment: Include when early redemption or prepayment options are available
1. Form of Note: The actual form of the promissory note or debt instrument
2. Disclosure Schedule: Detailed disclosures related to representations and warranties
3. Payment Schedule: Schedule of payment dates and amounts if not included in the main note
4. Corporate Documents: Copies of relevant corporate resolutions and authorizations
5. Security Documents: If secured, documents describing the security arrangement and collateral
6. Purchaser Questionnaire: Form for collecting purchaser information and qualifications
7. Notice Details: Contact information and notice requirements for all parties
8. Calculation Methods: Detailed procedures for calculating interest, payments, or other variable amounts
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