The Convertible Promissory Note Purchase Agreement is a critical financing instrument used primarily by early-stage companies seeking to raise capital while deferring company valuation. This agreement, structured under Austrian law, provides a framework for companies to secure funding through debt that can convert to equity upon specified triggering events, such as a qualified financing round or company sale. The document includes essential provisions required by Austrian corporate and securities laws, including specific requirements under the Austrian Civil Code (ABGB) and Capital Market Act (KMG). It details the note terms, conversion mechanisms, investor rights, company obligations, and necessary compliance measures. This type of agreement is particularly valuable when immediate equity pricing is challenging or when parties wish to align investment terms with future financing events.
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1. Parties: Identification of the company issuing the note and the investor(s)
2. Background: Context of the investment and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement, including financial and technical definitions
4. Purchase and Sale of Notes: Terms of the note purchase, including purchase price and closing mechanics
5. The Notes: Fundamental terms of the notes including principal amount, interest rate, and maturity date
6. Conversion Rights: Detailed provisions regarding conversion mechanics, triggers, and price calculations
7. Repayment Terms: Conditions and procedures for repayment of the note
8. Company Representations and Warranties: Company's statements about its legal status, authority, and business condition
9. Investor Representations and Warranties: Investor's statements about their status and investment intent
10. Information Rights: Investor's rights to receive company information and financial statements
11. Events of Default: Circumstances constituting default and consequences thereof
12. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and jurisdiction
1. Most Favored Nation: Optional provision ensuring investors receive the benefit of more favorable terms granted to subsequent investors
2. Pre-emptive Rights: Optional rights for investors to participate in future financing rounds
3. Board Observer Rights: Optional rights for investors to appoint board observers, typically for larger investments
4. Transfer Restrictions: Optional restrictions on the transfer of notes, if desired by the company
5. Tag-Along Rights: Optional provisions allowing investors to participate in sales of company shares
6. Austrian Regulatory Compliance: Additional section for specific Austrian regulatory requirements if the investment size triggers certain regulations
7. Tax Provisions: Specific tax-related provisions if needed based on the structure or size of the investment
1. Form of Note: The actual form of the convertible promissory note
2. Capitalization Table: Current capitalization of the company pre-investment
3. Disclosure Schedule: Exceptions to company representations and warranties
4. Form of Notice of Conversion: Template for investors to exercise their conversion rights
5. Investment Amounts: Schedule listing all investors and their respective investment amounts
6. Corporate Resolutions: Company resolutions authorizing the note issuance
7. Shareholders' Resolution: If required under Austrian law, resolution of shareholders approving the note issuance
Authors
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Relevant Industries
Technology
Software
Biotechnology
Clean Energy
Financial Services
E-commerce
Healthcare
Manufacturing
Media and Entertainment
Consumer Products
Professional Services
Real Estate
Telecommunications
Relevant Teams
Legal
Finance
Executive Leadership
Corporate Development
Compliance
Investment
Treasury
Corporate Governance
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Angel Investor
Business Development Director
Corporate Development Manager
Financial Controller
Company Secretary
Compliance Officer
Investment Banker
Startup Founder
Board Member
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