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Convertible Note Purchase Agreement
"I need a Convertible Note Purchase Agreement for my Hong Kong fintech startup to raise HKD 5 million from three angel investors, with a 15% discount rate on conversion and maturity date of March 1, 2025."
1. Parties: Identification of the company issuing the notes and the purchaser(s)
2. Background: Context of the transaction and purpose of the convertible note issuance
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Notes: Core terms of the note purchase, including purchase price and closing mechanics
5. Closing Conditions: Conditions precedent to the purchase of notes
6. Conversion Rights: Terms and mechanics for converting notes into equity
7. Interest: Interest rate, calculation method, and payment terms
8. Representations and Warranties of the Company: Company's statements about its legal status, authority, and business condition
9. Representations and Warranties of the Purchasers: Purchasers' statements about their investment capacity and eligibility
10. Covenants: Ongoing obligations of the company and restrictions on its activities
11. Events of Default: Circumstances constituting default and consequences
12. Miscellaneous: Standard legal provisions including notices, amendments, governing law, etc.
1. Multiple Closings: Required when the note purchase will occur in multiple tranches
2. Information Rights: Specific rights of noteholders to receive company information
3. Board Observer Rights: Rights of noteholders to appoint board observers
4. Pre-emptive Rights: Rights of noteholders to participate in future financing rounds
5. Most Favored Nation Provision: Protection ensuring noteholders receive best terms offered in subsequent note issuances
6. Security Interest: Required if the notes are to be secured by company assets
7. Subordination: Required if there are multiple layers of debt or specific ranking requirements
1. Schedule A - Form of Note: The actual form of convertible note instrument
2. Schedule B - Capitalization Table: Current cap table of the company pre-investment
3. Schedule C - Disclosure Schedule: Exceptions to representations and warranties
4. Schedule D - Corporate Resolutions: Board and shareholder resolutions approving the note issuance
5. Schedule E - Investment Representations: Detailed investor representations and warranties
6. Schedule F - Conversion Mechanics: Detailed procedures and calculations for note conversion
7. Schedule G - Company Information: Key company information including corporate documents and financial statements
Authors
Agreement
Articles of Association
Board
Business Day
Change of Control
Closing
Closing Date
Company
Confidential Information
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Default Interest Rate
Discounted Conversion Price
Dissolution Event
Equity Securities
Event of Default
Financial Indebtedness
Financial Year
Group
HKD
Hong Kong
Interest Rate
Investment Amount
IPO
Issue Date
Maturity Date
Next Equity Financing
Note Documents
Notes
Noteholder(s)
Notice
Ordinary Shares
Party/Parties
Permitted Transferee
Person
Preference Shares
Qualifying Financing
Related Party
Relevant Indebtedness
Security Interest
Share Capital
Shareholders
Subscription Rights
Subsidiary
Transaction Documents
Transfer
Valuation Cap
Subscription
Consideration
Closing Conditions
Conversion Rights
Interest
Repayment
Maturity
Events of Default
Representations and Warranties
Information Rights
Covenants
Security
Confidentiality
Assignment and Transfer
Notices
Amendment and Waiver
Governing Law
Dispute Resolution
Force Majeure
Termination
Indemnification
Most Favored Nation
Tag-Along Rights
Pre-emptive Rights
Board Observer Rights
Anti-dilution
Subordination
Default Interest
Registration Rights
Technology
Biotechnology
Financial Services
E-commerce
Healthcare
Software
Manufacturing
Clean Technology
Consumer Products
Education Technology
Real Estate Technology
Digital Media
Agriculture Technology
Transportation
Telecommunications
Legal
Finance
Corporate Development
Treasury
Executive Management
Company Secretarial
Compliance
Investment
Risk Management
Board of Directors
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Associate
Company Secretary
Financial Controller
Investment Director
Startup Founder
Finance Director
Legal Counsel
Investment Banker
Corporate Development Manager
Treasury Manager
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