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Convertible Note Subscription Agreement
"I need a Convertible Note Subscription Agreement for my Australian technology startup to raise AUD 2 million from three overseas investors, with a 20% discount rate on conversion, 8% interest rate, and a valuation cap of AUD 15 million, with the notes maturing in March 2025."
1. Parties: Identifies the issuing company, the note holder(s), and any guarantors
2. Background: Sets out the context of the agreement, including the company's intention to issue convertible notes and the investor's intention to subscribe
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Subscription and Issue: Details the subscription amount, issue of notes, and closing conditions
5. Interest: Specifies interest rate, calculation method, and payment terms
6. Conversion Rights: Details when and how notes can be converted into equity, including conversion price and mechanisms
7. Conversion Mechanics: Specific procedures for executing conversion, including notice requirements and share issuance
8. Maturity and Repayment: Terms regarding maturity date and repayment obligations
9. Company Representations and Warranties: Standard company representations about its status, capacity, and authority
10. Investor Representations and Warranties: Investor's representations regarding investment capacity and sophistication
11. Company Covenants: Ongoing obligations of the company during the note term
12. Events of Default: Circumstances constituting default and consequences
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Security: Required if the notes are to be secured against company assets
2. Guarantees: Include when personal or parent company guarantees are required
3. Pre-emptive Rights: Optional provisions giving noteholders rights in future funding rounds
4. Tag-Along Rights: Include when investors should have the right to participate in share sales
5. Board Observer Rights: Optional governance rights for significant investors
6. Information Rights: Detailed reporting obligations beyond standard requirements
7. Most Favored Nation: Protection ensuring investors get best terms offered to subsequent investors
8. Anti-dilution Protection: Additional provisions protecting against dilution beyond conversion adjustments
1. Note Certificate Terms: Detailed terms and conditions of the convertible notes
2. Conversion Notice: Form of notice to be used when exercising conversion rights
3. Subscription Application: Form for formal application to subscribe for notes
4. Cap Table: Current and post-conversion capitalization table
5. Company Information: Key company details, including corporate structure and financial information
6. Deed of Adherence: Form for new noteholders to join the agreement
7. Shareholders Agreement: Terms that will apply post-conversion (or reference to existing agreement)
8. Security Documents: If applicable, forms of security documentation
Authors
ASIC
Business Day
Change of Control
Completion
Completion Date
Confidential Information
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Convertible Note Certificate
Corporations Act
Default Event
Default Interest Rate
Discount Rate
Encumbrance
Event of Default
Existing Shareholders
Financial Indebtedness
Financial Year
Fully Diluted Share Capital
GST
Insolvency Event
Interest Payment Date
Interest Rate
Issue Date
Maturity Date
Note Certificate
Noteholder
Notes
Permitted Security Interest
Post-Money Valuation
Pre-Money Valuation
Qualified Financing
Qualifying IPO
Related Body Corporate
Relevant Documents
Security Interest
Share Capital
Shareholders Agreement
Shares
Subscription Amount
Subscription Application
Subsidiary
Taxes
Transaction Documents
Trigger Event
Valuation Cap
Warranties
Payment Terms
Interest
Repayment
Conversion Rights
Conversion Price
Anti-dilution Protection
Warranties and Representations
Company Covenants
Information Rights
Pre-emptive Rights
Tag-Along Rights
Events of Default
Security
Confidentiality
Assignment and Transfer
Notices
Most Favored Nation
Board Rights
Voting Rights
Amendment and Waiver
Costs and Expenses
Governing Law
Dispute Resolution
GST
Time of Essence
Further Assurance
Severability
Entire Agreement
Counterparts
Force Majeure
Termination
Indemnification
Representations and Warranties
Technology
Software
Biotechnology
Financial Services
Healthcare
Clean Energy
E-commerce
Manufacturing
Media and Entertainment
Professional Services
Real Estate Technology
Consumer Products
Agricultural Technology
Educational Technology
Legal
Finance
Corporate Development
Treasury
Executive Leadership
Investment
Company Secretariat
Compliance
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Corporate Lawyer
Finance Director
Company Secretary
Investment Analyst
Venture Capital Associate
Angel Investor
startup Founder
Managing Director
Corporate Development Manager
Treasury Manager
Financial Controller
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