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Convertible Note Contract
"I need a Convertible Note Contract for my Philippine tech startup to secure PHP 5 million in bridge financing, with a 15% discount rate on the next funding round and 8% annual interest rate, maturing in March 2025."
1. Parties: Identification of the Issuer (Company) and the Noteholder(s)
2. Background: Context of the financing arrangement and purpose of the convertible note
3. Definitions: Key terms used throughout the agreement including Maturity Date, Conversion Price, Qualified Financing, etc.
4. Subscription and Issue: Details of the note subscription, principal amount, and issuance terms
5. Interest: Interest rate, calculation method, and payment terms
6. Maturity and Repayment: Maturity date and repayment obligations
7. Conversion Rights: Conditions and mechanics for converting the note to equity
8. Conversion Price: Determination of conversion price including any discount or cap mechanisms
9. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority
10. Company Covenants: Ongoing obligations of the company during the note term
11. Events of Default: Circumstances constituting default and consequences
12. Transferability: Rules regarding transfer or assignment of the note
13. Notices: Communication requirements and contact details
14. Governing Law and Jurisdiction: Specification of Philippine law governance and dispute resolution
1. Security: Include when the note is secured by company assets
2. Subordination: Include when there are multiple creditors requiring ranking of priority
3. Change of Control: Include provisions for early conversion or repayment upon change in company ownership
4. Anti-dilution Protection: Include mechanisms to protect noteholder from dilution before conversion
5. Information Rights: Include when noteholders are granted specific information access rights
6. Foreign Investment Provisions: Include when noteholders include foreign investors, addressing ownership restrictions
7. Most Favored Nation: Include when offering protection against better terms in future note issuances
8. Pre-emptive Rights: Include when noteholders are granted rights to participate in future funding rounds
1. Schedule 1 - Note Certificate Form: Template of the official note certificate
2. Schedule 2 - Conversion Notice Form: Template for noteholder to exercise conversion rights
3. Schedule 3 - Cap Table: Current capitalization table of the company
4. Schedule 4 - Financial Statements: Latest financial statements of the company
5. Schedule 5 - Calculation Methods: Detailed procedures for calculating interest and conversion price
6. Schedule 6 - Company Information: Key corporate information including registration details and directors
7. Appendix A - Shareholders' Agreement Terms: Key terms that will apply post-conversion
8. Appendix B - Required Corporate Approvals: List of corporate approvals obtained for note issuance
Authors
Interest
Repayment
Conversion Rights
Conversion Price
Maturity
Security
Representations and Warranties
Company Covenants
Noteholder Rights
Information Rights
Events of Default
Remedies
Anti-dilution
Transferability
Assignment
Confidentiality
Most Favored Nation
Pre-emptive Rights
Tag-along Rights
Change of Control
Subordination
Notices
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Counterparts
Technology
Startups
Financial Services
E-commerce
Software Development
Biotechnology
Renewable Energy
Digital Media
Healthcare Technology
Fintech
Manufacturing
Real Estate Technology
Agricultural Technology
Education Technology
Legal
Finance
Corporate Secretariat
Treasury
Compliance
Corporate Development
Investment
Executive Leadership
Risk Management
Business Development
CEO
CFO
Legal Counsel
Corporate Secretary
Investment Manager
Venture Capitalist
Startup Founder
Finance Director
Corporate Lawyer
Investment Banker
Business Development Manager
Company Director
Compliance Officer
Treasury Manager
Private Equity Manager
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