Create a bespoke document in minutes, or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Convertible Note Subscription Agreement
"I need a Convertible Note Subscription Agreement for my Philippine technology startup to secure a PHP 10 million investment from a Singapore-based venture capital firm, with a 20% discount rate on conversion and a valuation cap of PHP 100 million, planned for closing in March 2025."
1. Parties: Identification of the Company (Issuer) and the Investor (Subscriber)
2. Background: Context of the investment and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Issue: Terms of the note subscription, payment obligations, and closing conditions
5. Interest: Interest rate, calculation method, payment terms, and default interest provisions
6. Conversion Rights: Conditions and mechanisms for converting the note into equity
7. Conversion Price and Adjustments: Formula for determining conversion price and circumstances requiring adjustments
8. Company Warranties: Representations and warranties about the company's legal status, financial condition, and authority
9. Investor Warranties: Representations and warranties from the investor regarding investment capacity and compliance
10. Covenants: Ongoing obligations of the company during the note term
11. Events of Default: Circumstances constituting default and consequences
12. Transferability: Restrictions and conditions for transferring the note
13. Notices: Communication requirements and contact details
14. Confidentiality: Obligations regarding confidential information
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments
1. Security: Include when the note is secured against company assets
2. Subordination: Required when the note needs to be subordinated to other company debt
3. Board Observer Rights: Optional rights for investor to appoint board observer pre-conversion
4. Information Rights: Additional reporting obligations to investor beyond statutory requirements
5. Tag-Along Rights: Include when investor should have pre-conversion tag-along rights
6. Foreign Investment Provisions: Required when investor is foreign entity, addressing Philippine foreign ownership restrictions
7. Multiple Closings: Include for notes issued in tranches or as part of a series
8. Most Favored Nation: Protection ensuring investor gets best terms if company issues notes to others
1. Note Certificate: Form of convertible note certificate
2. Conversion Notice: Template for exercising conversion rights
3. Cap Table: Current and post-conversion capitalization of the company
4. Company Information: Corporate details, directors, share capital structure
5. Warranties: Detailed company warranties
6. Calculation of Conversion Price: Detailed formula and examples of conversion price calculations
7. Required Corporate Approvals: List of corporate and regulatory approvals needed
8. Form of Deed of Adherence: Template for adherence to shareholders' agreement post-conversion
Authors
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Event
Default Interest Rate
Discounted Conversion Price
Encumbrance
Event of Default
Exit Event
Financial Year
Group
Interest
Interest Payment Date
Interest Period
Interest Rate
Investment Amount
Investor
Issue Date
Maturity Date
Note Certificate
Notes
Noteholder
Party/Parties
PHP
Qualified Financing
Qualified Financing Securities
Regulatory Approvals
Relevant Securities
Repayment Date
SEC
Security
Shareholders Agreement
Subscription Amount
Subsidiary
Taxes
Transaction Documents
Transfer
Valuation Cap
Warranties
Payment
Interest
Conversion Rights
Conversion Price
Warranties and Representations
Covenants
Events of Default
Security
Confidentiality
Assignment and Transfer
Notices
Governing Law
Dispute Resolution
Force Majeure
Termination
Information Rights
Tag-Along Rights
Subordination
Most Favored Nation
Board Observer Rights
Anti-Dilution
Regulatory Compliance
Tax
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Further Assurance
Technology
E-commerce
Financial Services
Healthcare
Manufacturing
Renewable Energy
Agriculture Technology
Real Estate
Education Technology
Consumer Goods
Professional Services
Media and Entertainment
Legal
Finance
Corporate Development
Executive Leadership
Compliance
Treasury
Investment
Corporate Secretariat
Risk Management
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Venture Capital Associate
Company Secretary
Financial Controller
Legal Counsel
Investment Director
Corporate Development Manager
Startup Founder
Business Development Director
Finance Director
Compliance Officer
Board Member
Find the exact document you need
Conversion Agreement
A Philippine law-governed agreement that facilitates the conversion of one business entity type to another, ensuring regulatory compliance and stakeholder protection.
Debt Conversion Agreement
A Philippine law-governed agreement that converts outstanding debt obligations into equity or other securities, subject to local corporate and securities regulations.
Loan Conversion Agreement
A Philippine law-governed agreement that formalizes the conversion of an existing loan into another form of obligation or instrument, detailing conversion terms and compliance requirements.
Convertible Note Contract
A Philippine law-governed agreement documenting a debt investment that can convert to equity, typically used for startup bridge financing.
Convertible Loan Stock Agreement
A Philippine law-governed agreement providing for a loan that can be converted into company shares, combining debt and equity financing features under Philippine securities regulations.
Note Conversion Agreement
A Philippine law-governed agreement that sets out terms for converting debt notes into company shares, compliant with local securities and corporate regulations.
Convertible Note Subscription Agreement
A Philippine law-governed agreement for investment through convertible notes, detailing terms for debt funding and future conversion to equity.
Convertible Notes Agreement
A Philippine law-governed agreement establishing terms for convertible debt investment that can transform into company equity under specified conditions.
Convertible Debenture Agreement
A Philippine law-governed agreement establishing terms for convertible debentures, including debt terms and equity conversion mechanisms.
Loan Conversion To Equity Agreement
A Philippine law-governed agreement that documents the conversion of a loan into equity shares, specifying conversion terms and ensuring regulatory compliance.
Convertible Debt Agreement
A Philippine law-governed agreement establishing terms for debt that can convert to equity, combining elements of debt and equity financing for company fundraising.
Convertible Note Purchase Agreement
A Philippine law-governed agreement for investment via convertible notes, detailing terms for debt that can convert to equity under specified conditions.
Convertible Bond Agreement
A Philippine law-governed agreement for issuing convertible bonds, detailing conversion rights, pricing, and regulatory compliance under the Securities Regulation Code.
Download our whitepaper on the future of AI in Legal
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our Trust Centre for more details and real-time security updates.
Read our Privacy Policy.