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Promissory Note For Shares
"I need a Promissory Note For Shares for our Dutch tech startup, promising to issue 10,000 Class B ordinary shares to our lead investor on March 15, 2025, with pre-emptive rights and specific voting restrictions until the shares are fully paid up."
1. Parties: Identification of the Issuer (Promisor) and the Holder (Promisee) of the promissory note, including full legal names and addresses
2. Background: Brief context explaining the circumstances leading to the issuance of the promissory note for shares
3. Definitions: Key terms used in the document, including 'Shares', 'Issue Date', 'Maturity Date', 'Company', etc.
4. Promise to Pay: Core promise detailing the number and class of shares to be delivered, including the delivery date and any conditions precedent
5. Share Details: Specific details about the shares, including class, nominal value, and rights attached to the shares
6. Payment Terms: Any monetary consideration involved, payment schedule, and method of payment if applicable
7. Transfer and Assignment: Terms governing whether and how the promissory note can be transferred or assigned to other parties
8. Events of Default: Circumstances that constitute default and the consequences thereof
9. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Security: Include when the promise is secured by specific assets or guarantees
2. Interest: Include when any interest is payable on the monetary value of the shares
3. Shareholder Rights Pre-Delivery: Include when addressing voting rights, dividends, or other shareholder rights before actual share delivery
4. Tax Provisions: Include when specific tax implications need to be addressed between the parties
5. Representations and Warranties: Include when specific assurances about the shares or parties' authority need to be documented
6. Corporate Approvals: Include when specific corporate authorizations are required and need to be referenced
1. Share Certificate Details: Details of the share certificates to be issued, including certificate numbers if known
2. Payment Schedule: If applicable, detailed schedule of any payments to be made
3. Corporate Authorization: Copies of relevant board resolutions or shareholder approvals authorizing the share issuance
4. Share Rights and Restrictions: Detailed description of the rights and restrictions attached to the shares
Authors
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Default Event
Delivery Date
Encumbrance
Exercise Notice
Holder
Issue Date
Issuer
Maturity Date
Nominal Value
Note
Parties
Promise
Purchase Price
Restricted Rights
Share Certificate
Shareholders
Shares
Share Rights
Subscription Price
Transfer
Transfer Date
Voting Rights
Working Day
Payment Terms
Share Details
Transfer Rights
Assignment
Default Events
Remedies
Security
Share Rights
Representations and Warranties
Voting Rights
Dividend Rights
Pre-emptive Rights
Notice Requirements
Amendments
Governing Law
Jurisdiction
Severability
Entire Agreement
Counterparts
Confidentiality
Force Majeure
Costs and Expenses
Tax Provisions
Corporate Authority
Registration Rights
Enforcement
Financial Services
Banking
Investment Management
Private Equity
Venture Capital
Professional Services
Technology
Real Estate
Manufacturing
Retail
Healthcare
Energy
Telecommunications
Legal
Finance
Corporate Secretariat
Treasury
Compliance
Corporate Development
Investment
Board of Directors
Corporate Governance
Risk Management
Chief Financial Officer
Corporate Lawyer
Investment Manager
Company Secretary
Legal Counsel
Corporate Finance Director
Investment Banker
Compliance Officer
Finance Director
Business Development Director
Corporate Governance Officer
Treasury Manager
Equity Partner
Managing Director
Board Member
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