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Note Subscription Agreement
"I need a Note Subscription Agreement for a straightforward unsecured note issuance by our tech startup to raise AUD 5 million from three institutional investors, with a fixed interest rate of 8% and maturity in March 2025."
1. Parties: Identifies the issuer, subscriber(s), and any other relevant parties such as security trustee
2. Background: Contextual information about the note issuance, purpose, and any related transactions
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation clauses
4. Subscription and Issue: Terms of subscription, including price, number of notes, and conditions precedent
5. Payment and Settlement: Payment mechanics, timing, and settlement procedures
6. Status and Ranking of Notes: Priority and ranking of notes in relation to other obligations
7. Interest: Interest rate, calculation methods, payment dates and mechanics
8. Representations and Warranties: Standard representations and warranties from both issuer and subscriber
9. Undertakings: Ongoing obligations of the issuer and subscriber
10. Events of Default: Circumstances constituting default and consequences
11. Taxation: Tax treatment, withholding obligations, and gross-up provisions
12. Notices: Communication procedures between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, amendments
1. Security Arrangements: Required if the notes are secured - details of security structure, enforcement rights
2. Conversion Rights: Include if notes are convertible into shares or other securities
3. Redemption Features: Optional if early redemption or special redemption features are included
4. Selling Restrictions: Required for sophisticated investor offerings or international distribution
5. Register and Title: Required if notes are registered instruments
6. Transfer Provisions: Detailed if transfers are restricted or subject to specific conditions
7. Meetings of Noteholders: Required for syndicated notes or where noteholder decisions may be needed
8. Role of Trustees/Agents: Include if there are trustees or agents involved in the note issuance
1. Note Terms: Detailed terms and conditions of the notes
2. Form of Note Certificate: Template for physical note certificates if applicable
3. Subscription Notice: Form of notice for subscribing to notes
4. Transfer Form: Template for transferring notes between parties
5. Security Documents: If secured notes, details of security arrangements
6. Financial Covenants: Details of any financial covenants and calculation methodologies
7. Conditions Precedent: List of required documents and conditions before issuance
8. Selling Restrictions: Detailed description of jurisdictional selling restrictions
Authors
Agency Agreement
Applicable Law
ASIC
Business Day
Calculation Date
Calculation Period
Change of Control
Closing Date
Conditions Precedent
Confidential Information
Corporations Act
Default Interest Rate
Event of Default
Face Value
Financial Indebtedness
Government Agency
GST
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issue Price
Issuer
Material Adverse Effect
Maturity Date
Note Certificate
Note Documents
Noteholder
Notes
Notice
Officer
Paying Agent
Payment Date
Permitted Security Interest
Person
Potential Event of Default
Principal Amount
Record Date
Redemption Amount
Redemption Date
Register
Registrar
Related Body Corporate
Relevant Date
Security
Security Interest
Security Trust Deed
Security Trustee
Subscriber
Subscription Amount
Subscription Date
Subscription Price
Tax
Transaction Documents
Trust
Trustee
Payment Terms
Interest
Redemption
Security
Representations and Warranties
Undertakings
Events of Default
Acceleration
Tax
Indemnification
Confidentiality
Assignment and Transfer
Notices
Amendment and Waiver
Governing Law
Jurisdiction
Force Majeure
Severability
Entire Agreement
Counterparts
Further Assurance
Time of Essence
Costs and Expenses
Set-off
Ranking
Register Maintenance
Calculation
Anti-Money Laundering
Foreign Investment
Security Enforcement
Meeting Provisions
Agency Provisions
Trustee Provisions
Financial Services
Banking
Investment Management
Real Estate
Infrastructure
Mining
Energy
Technology
Manufacturing
Healthcare
Telecommunications
Private Equity
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Finance
Company Secretariat
Investment
Capital Markets
Board and Governance
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Company Secretary
Investment Manager
Compliance Officer
Risk Manager
Corporate Finance Manager
Investment Banker
Financial Controller
Managing Director
Board Director
Debt Capital Markets Manager
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