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Note Agreement
"I need a Note Agreement governed by Hong Kong law for a HKD 10 million convertible note to be issued by my technology startup to a venture capital investor, with 8% annual interest and conversion rights exercisable after March 2025."
1. Parties: Identifies and defines the parties to the agreement, including the issuer and holder of the note
2. Background: Sets out the context and purpose of the note agreement
3. Definitions: Defines key terms used throughout the agreement
4. Issue of Note: Details of the note being issued, including principal amount, issue date, and maturity date
5. Interest: Specifies interest rate, calculation method, and payment dates
6. Repayment: Terms and conditions for repayment of principal and interest
7. Representations and Warranties: Standard representations and warranties from the issuer
8. Events of Default: Lists circumstances constituting default and consequences
9. Taxes: Provisions relating to tax treatment and withholding requirements
10. Notices: Communication requirements and contact details
11. Assignment and Transfer: Terms governing transfer or assignment of the note
12. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments
13. Execution: Signature blocks and execution formalities
1. Security: Include when the note is secured by any assets or guarantees
2. Guarantees: Include when there is a guarantor for the note obligations
3. Conversion Rights: Include for convertible notes that can be converted into shares or other securities
4. Prepayment: Include when early repayment is permitted and terms for such prepayment
5. Subordination: Include when the note is subordinated to other debt
6. Registration: Include when the note needs to be registered with any authorities
7. Covenants: Include when specific ongoing obligations are required from the issuer
8. Interest Rate Adjustment: Include when interest rate can be adjusted based on certain triggers or events
1. Form of Note: The formal promissory note document that will be issued
2. Payment Schedule: Detailed schedule of payment dates and amounts
3. Calculation of Interest: Detailed methodology for interest calculations if complex
4. Security Details: Details of any security or collateral if applicable
5. Form of Transfer: Standard form for transferring the note if transferable
6. Conversion Mechanics: Detailed procedures for conversion if convertible note
Authors
Affiliate
Business Day
Change of Control
Closing Date
Default Interest Rate
Default Notice
Event of Default
Final Maturity Date
Financial Indebtedness
HKFRS
Hong Kong
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Law
Material Adverse Effect
Note
Note Documents
Noteholder
Outstanding Principal Amount
Payment Date
Permitted Security Interest
Person
Principal Amount
Register
Registrar
Related Party
Relevant Jurisdiction
Security
Security Interest
Subsidiary
Tax
Transaction Documents
Transfer
Working Hours
Interest
Payment Terms
Repayment
Security
Representations and Warranties
Events of Default
Enforcement
Assignment and Transfer
Confidentiality
Tax
Costs and Expenses
Indemnification
Notices
Amendments and Waivers
Severability
Governing Law
Jurisdiction
Force Majeure
Entire Agreement
Counterparts
Third Party Rights
Further Assurance
Time of Essence
Set-off
Stamp Duty
Registration
Subordination
Currency
Calculations
Financial Services
Banking
Investment Management
Real Estate
Technology
Manufacturing
Retail
Professional Services
Healthcare
Construction
Energy
Telecommunications
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Secretarial
Investment
Corporate Development
Executive Management
Chief Financial Officer
Finance Director
Treasury Manager
Investment Manager
Corporate Lawyer
Legal Counsel
Company Secretary
Financial Controller
Risk Manager
Compliance Officer
Investment Banker
Corporate Finance Manager
Business Development Director
Chief Executive Officer
Chief Legal Officer
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