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Convertible Note Contract
"I need a Convertible Note Contract under German law for my tech startup based in Berlin, with a principal amount of €500,000, 5% interest rate, and automatic conversion on a qualified financing round of €2 million or more, with a 20% discount rate."
1. Parties: Identification of the Issuer (Company) and the Noteholder
2. Background: Context of the investment and purpose of the convertible note
3. Definitions: Key terms used throughout the agreement, including financial and technical terms
4. Note Amount and Issuance: Principal amount, issuance date, and payment terms of the note
5. Interest: Interest rate, calculation method, and payment schedule
6. Maturity: Maturity date and repayment terms
7. Conversion Rights: Terms and conditions for converting the note into equity
8. Conversion Price and Mechanics: Detailed conversion price calculation and process for executing conversion
9. Representations and Warranties: Standard declarations by both parties about their capacity and authority
10. Information Rights: Noteholder's rights to receive company information and financial statements
11. Events of Default: Circumstances constituting default and consequences
12. Transferability: Terms governing the transfer of the note
13. Notices: Communication requirements and contact details
14. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
1. Security: Include when the note is secured by company assets
2. Subordination: Include when the note needs to be subordinated to other debt
3. Tag-Along Rights: Include when noteholder should have tag-along rights pre-conversion
4. Board Observer Rights: Include when noteholder is granted board observation rights
5. Most Favored Nation: Include when offering protection against better terms in future note issuances
6. Pre-emptive Rights: Include when noteholder should have rights to participate in future rounds
7. Tax Provisions: Include when specific tax treatment needs to be addressed
8. Currency Conversion: Include when note is denominated in non-Euro currency
1. Capitalization Table: Current and post-conversion cap table of the company
2. Form of Conversion Notice: Template for noteholder to exercise conversion rights
3. Calculation Examples: Examples of conversion calculations in various scenarios
4. Corporate Resolutions: Required corporate approvals for note issuance
5. KYC Requirements: Required documentation for German regulatory compliance
6. Shareholders' Agreement Adherence: Form of adherence deed for post-conversion shareholders' agreement
7. Note Certificate: Form of physical note certificate if required
Authors
Affiliate
Articles of Association
Business Day
Change of Control
Company
Completion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Default Interest
Discount Rate
Effective Date
Encumbrance
Event of Default
Exit Event
Financial Statements
Fully Diluted Share Capital
GmbH Act
Governmental Authority
Interest Payment Date
Interest Rate
Investment Round
Issue Date
Maturity Date
New Shares
Next Equity Financing
Note Certificate
Noteholder
Noteholder Majority
Parties
Pre-Money Valuation
Principal Amount
Qualified Financing
Registered Share Capital
Regulatory Approvals
Relevant Indebtedness
Securities
Security Interest
Share Capital
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Valuation Cap
Working Day
Interest Calculation
Repayment Terms
Conversion Rights
Conversion Mechanics
Anti-dilution Protection
Information Rights
Representations and Warranties
Covenants
Events of Default
Remedies
Transfer Restrictions
Subordination
Security
Most Favored Nation
Tag-Along Rights
Confidentiality
Assignment
Amendments
Notices
Costs and Expenses
Severability
Force Majeure
Entire Agreement
Governing Law
Jurisdiction
Language
Notarization Requirements
Corporate Authorizations
Technology
Software
Biotechnology
Financial Services
E-commerce
Healthcare
Clean Technology
Digital Media
Manufacturing
Consumer Products
Enterprise Software
Artificial Intelligence
Internet of Things
Renewable Energy
Legal
Finance
Corporate Development
Compliance
Treasury
Executive Leadership
Investment
Corporate Secretary Office
Risk Management
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Manager
Corporate Lawyer
Finance Director
Venture Capital Partner
Investment Analyst
Corporate Secretary
Compliance Officer
Strategic Investment Director
Business Development Manager
Startup Founder
Managing Director
Legal Counsel
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