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Convertible Note Purchase Agreement
"I need a Convertible Note Purchase Agreement under Dutch law for my tech startup's seed round, with a €500,000 investment from three angel investors, 6% interest rate, and automatic conversion on the next equity round, planned for March 2025."
1. Parties: Identification of the Company (Issuer) and the Investor(s) (Note Purchaser(s))
2. Background: Context of the transaction, including company status and purpose of the convertible note financing
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale of Notes: Terms of the note purchase, including purchase price, closing conditions, and mechanics
5. The Notes: Detailed terms of the notes, including principal amount, interest rate, and maturity date
6. Conversion Rights: Mechanics and terms of conversion, including conversion price, triggers, and procedures
7. Representations and Warranties of the Company: Company's statements about its legal status, authority, and business condition
8. Representations and Warranties of the Investors: Investors' statements about their authority and investment intent
9. Covenants: Ongoing obligations of the company during the term of the notes
10. Events of Default: Circumstances constituting default and resulting remedies
11. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and jurisdiction
1. Security Interest: Provisions regarding any security interest granted to secure the notes - included when notes are secured
2. Subordination: Terms of subordination to other debt - included when required by existing creditors
3. Information Rights: Investor rights to receive company information - included for larger investments
4. Board Observer Rights: Rights to attend board meetings - included for strategic investors
5. Pre-emptive Rights: Rights to participate in future financings - included for major investors
6. Most Favored Nation: Protection against better terms given to future investors - included for early-stage financings
7. Registration Rights: Rights related to registration of converted shares - included if public listing is contemplated
8. Tax Provisions: Specific tax-related provisions - included for cross-border investments
1. Form of Note: The formal convertible promissory note document
2. Capitalization Table: Current capital structure of the company
3. Disclosure Schedule: Exceptions to company representations and warranties
4. Investment Amounts: Schedule of investors and their respective investment amounts
5. Shareholders' Agreement: Key terms of the shareholders' agreement that will apply post-conversion
6. Corporate Documents: Copies of relevant corporate approvals and resolutions
7. Security Documents: If applicable, documents detailing security arrangements
8. Calculation Examples: Examples of conversion calculations and anti-dilution adjustments
Authors
Affiliate
Articles of Association
Board
Business Day
Change of Control
Closing
Closing Date
Company
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Interest
Deed of Issue
Dilutive Event
Discounted Conversion Price
Eligible Transferee
Encumbrance
Event of Default
Exit Event
Financial Year
Fully Diluted Share Capital
General Meeting
Group
Holder
Interest Payment Date
Interest Rate
Investment Amount
Investors
IPO
Issue Date
Majority Noteholders
Material Adverse Effect
Maturity Date
Next Equity Financing
Note Documents
Noteholders
Notes
Notary
Notice
Ordinary Shares
Permitted Indebtedness
Permitted Transfer
Person
Preference Shares
Principal Amount
Qualified Financing
Qualifying IPO
Security
Security Documents
Share Capital
Shareholders
Shareholders' Agreement
Subscription Price
Subsidiary
Trade Register
Transaction Documents
Valuation Cap
Warrant
Note Terms
Interest
Repayment
Conversion Rights
Anti-dilution
Representations and Warranties
Information Rights
Pre-emptive Rights
Tag-along Rights
Drag-along Rights
Board Rights
Security
Subordination
Events of Default
Acceleration
Confidentiality
Assignment and Transfer
Most Favored Nation
Amendment and Waiver
Notices
Costs and Expenses
Tax
Governing Law
Jurisdiction
Enforcement
Force Majeure
Severability
Entire Agreement
Further Assurance
Counterparts
Technology
Software
Biotechnology
Healthcare
Renewable Energy
E-commerce
Financial Services
Manufacturing
Consumer Goods
Professional Services
Real Estate
Media and Entertainment
Telecommunications
Clean Technology
Agriculture Technology
Legal
Finance
Executive Leadership
Treasury
Corporate Development
Compliance
Risk Management
Investment
Business Development
Board of Directors
Company Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Manager
Corporate Lawyer
Finance Director
Venture Capital Partner
Investment Banker
Corporate Secretary
Treasury Manager
Business Development Director
Startup Founder
Private Equity Associate
Risk Manager
Compliance Officer
Board Member
Financial Controller
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