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Loan Note Subscription Agreement
"I need a Loan Note Subscription Agreement for my tech startup to issue $5 million in secured loan notes to three institutional investors, with quarterly interest payments and a maturity date of March 15, 2025."
1. Parties: Identification of the issuer, subscriber(s), and any other relevant parties
2. Background: Context of the loan note issuance and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subscription and Issue: Terms of subscription, payment and issuance of loan notes
5. Interest and Repayment: Interest rate, payment schedule, and repayment terms
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Events of Default: Circumstances constituting default and consequences
8. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Security: Details of any security or collateral - include when the loan notes are secured
2. Conversion Rights: Terms for converting notes to equity - include for convertible loan notes
3. Transfer Restrictions: Limitations on transfer of notes - include when transfer restrictions are required
4. Subordination: Priority ranking of the notes - include when notes are subordinated to other debt
1. Form of Loan Note: Template of the actual loan note certificate
2. Payment Schedule: Detailed repayment schedule including dates and amounts
3. Security Details: Details of any security or collateral arrangements
4. Subscriber Information: Details of subscribers including KYC information
5. Transfer Form: Template form for transferring notes
Authors
Business Day
Closing Date
Conditions Precedent
Default
Event of Default
Final Maturity Date
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Loan Notes
Material Adverse Effect
Note Certificate
Note Holder
Principal Amount
Register
Registrar
Repayment Date
Security
Security Documents
Subscription Amount
Subscriber
Subscription Price
Subsidiary
Tax
Transfer
Transfer Form
Warranties
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Qualifying IPO
Issuance
Payment Terms
Interest
Repayment
Security
Conditions Precedent
Representations and Warranties
Covenants
Events of Default
Acceleration
Transfer Restrictions
Notices
Amendments and Waivers
Confidentiality
Assignment
Set-off
Costs and Expenses
Indemnification
Registration and Title
Calculations and Evidence
Termination
Severability
Counterparts
Governing Law
Jurisdiction
Waiver of Jury Trial
Further Assurance
Entire Agreement
Third Party Rights
Conversion Rights
Subordination
Anti-dilution Protection
Tag-along Rights
Drag-along Rights
Information Rights
Board Observer Rights
Pre-emption Rights
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