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Convertible Note Purchase Agreement
"I need a Convertible Note Purchase Agreement under Nigerian law for a ₦10 million investment in my fintech startup, with a 20% discount rate on conversion and a valuation cap of ₦100 million, planning to close by March 2025."
1. Parties: Identifies the company issuing the note, the investor(s), and any other relevant parties
2. Background: Sets out the context of the transaction and the company's intention to issue convertible notes
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Purchase and Sale of Notes: Details the purchase price, closing conditions, and mechanics of the note purchase
5. The Notes: Describes the key terms of the notes including interest rate, maturity date, and ranking
6. Conversion Rights: Specifies the conditions and mechanics for converting the notes into equity
7. Conversion Price and Anti-dilution Provisions: Details the conversion price calculation and protections against dilution
8. Company Representations and Warranties: Company's statements about its legal status, authority, and business condition
9. Investor Representations and Warranties: Investor's statements about their authority and investment sophistication
10. Covenants: Ongoing obligations of the company during the term of the notes
11. Events of Default: Circumstances that trigger default and remedies available to noteholders
12. Termination: Conditions and process for terminating the agreement
13. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and jurisdiction
1. Information Rights: Grants investors rights to receive financial and other company information, typically included for larger investments
2. Board Observer Rights: Gives investors the right to attend board meetings, usually for significant investments
3. Pre-emptive Rights: Allows noteholders to participate in future funding rounds, included when negotiated by investors
4. Tag-Along Rights: Gives noteholders the right to join in any sale of shares by founders, included for investor protection
5. Foreign Investment Provisions: Additional provisions required when involving foreign investors, addressing currency and regulatory requirements
6. Multiple Closings: Provisions for issuing notes in multiple tranches, used in larger or phased investments
7. Security Interest: Provisions for securing the notes against company assets, if applicable
8. Most Favored Nation Clause: Ensures investors get the benefit of better terms offered in future note issuances
1. Form of Note: Template of the actual convertible note certificate
2. Capitalization Table: Current capital structure of the company and impact of potential conversion
3. Disclosure Schedule: Detailed disclosures related to company representations and warranties
4. Corporate Authorizations: Copies of board and shareholder resolutions approving the note issuance
5. Conversion Notice Form: Template for investors to exercise their conversion rights
6. Investment Amount and Note Details: Specific details of each investor's investment and note terms
7. Company Information: Key company details including registration information and corporate structure
8. Compliance Certificates: Templates for various compliance certificates required under the agreement
Authors
Agreement
Anti-dilution Protection
Applicable Law
Board
Business Day
CAMA
Closing
Closing Date
Company
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Corporate Affairs Commission
Default Interest Rate
Disclosure Schedule
Effective Date
Encumbrance
Event of Default
Exercise Period
Financial Year
Fully Diluted Share Capital
Governing Law
Interest Rate
Investment Amount
Investor(s)
Issue Date
Maturity Date
Material Adverse Effect
Next Equity Financing
Nigerian SEC
Note Certificate
Notes
Notice
Ordinary Shares
Parties
Person
Principal Amount
Qualified Financing
Regulatory Approvals
Repayment
Representatives
Securities
Security Interest
Shareholders
Shares
Subscription Amount
Subscription Price
Transaction Documents
Valuation Cap
Warrants
Note Terms
Interest
Repayment
Conversion Rights
Anti-dilution
Representations and Warranties
Conditions Precedent
Covenants
Information Rights
Pre-emptive Rights
Events of Default
Remedies
Security
Assignment
Confidentiality
Non-circumvention
Notices
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Termination
Indemnification
Further Assurance
Costs
Counterparts
Regulatory Compliance
Share Rights
Tag-Along Rights
Most Favored Nation
Board Observer Rights
Registration Rights
Technology
Financial Services
E-commerce
Healthcare Technology
Renewable Energy
Telecommunications
Agriculture Technology
Education Technology
Manufacturing
Consumer Services
Professional Services
Real Estate Technology
Logistics and Transportation
Media and Entertainment
Legal
Finance
Corporate Development
Executive Leadership
Investment
Treasury
Compliance
Corporate Secretariat
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Investment Manager
Corporate Lawyer
Financial Director
Company Secretary
Investment Analyst
Venture Capital Associate
Angel Investor
Corporate Finance Manager
Business Development Director
Startup Founder
Finance Manager
Legal Counsel
Investment Director
Board Member
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