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Note Subscription Agreement

Note Subscription Agreement Template for Germany

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Key Requirements PROMPT example:

Note Subscription Agreement

"I need a Note Subscription Agreement under German law for a €50 million private note issuance by our manufacturing company, with quarterly interest payments and a 5-year maturity ending March 2025, including provisions for potential US investors and listing on the Frankfurt Stock Exchange."

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Document background
The Note Subscription Agreement is a crucial document in German debt financing transactions, used when a company or entity wishes to raise capital by issuing notes (debt securities) to investors. It serves as the primary agreement governing the subscription process and ongoing relationship between the issuer and note holders. Typically used in both private and public note offerings, this document must comply with German securities laws, including the Securities Trading Act (WpHG) and the German Bond Act (SchVG), as well as applicable EU regulations. The agreement is particularly important in the German market, where note issuances (Schuldscheindarlehen) are a common financing tool for companies of various sizes. It includes detailed provisions on subscription mechanics, conditions precedent, note terms, representations and warranties, transfer restrictions, and payment procedures, all tailored to meet German legal requirements and market practice.
Suggested Sections

1. Parties: Identification of the Issuer and the Subscriber(s)

2. Background: Context of the note issuance, including the broader financing arrangement if applicable

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Subscription and Issue: Core terms of the subscription, including amount, price, and mechanics

5. Closing Conditions: Conditions precedent to the subscription and issuance of notes

6. Notes Terms: Key terms of the notes including interest, maturity, and repayment provisions

7. Representations and Warranties: Statements of fact and assurances from both the Issuer and Subscriber

8. Covenants: Ongoing obligations of the Issuer and/or Subscriber

9. Events of Default: Circumstances constituting default and consequent remedies

10. Transfer Restrictions: Limitations and procedures for transferring the notes

11. Payments: Mechanics and timing of payments under the notes

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction provisions

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.

Optional Sections

1. Security: Include if the notes are secured by any assets or guarantees

2. Noteholders' Meetings: Include if collective action provisions under SchVG are relevant

3. Tax Considerations: Include if specific tax provisions or gross-up obligations apply

4. Market Listing: Include if notes are to be listed on a securities exchange

5. Subscription Agent: Include if a third-party agent manages the subscription process

6. Secondary Market Trading: Include if specific provisions for secondary market trading are required

7. US Securities Law Compliance: Include if US investors might be involved or US securities laws are relevant

Suggested Schedules

1. Form of Note: Template of the actual note certificate or global note

2. Terms and Conditions of the Notes: Detailed terms and conditions governing the notes

3. Subscription Form: Form to be completed by subscribers

4. Closing Checklist: List of documents and actions required for closing

5. Form of Transfer Certificate: Template for documenting transfers of notes

6. Contact Details: List of key contacts and addresses for notices

7. Know Your Customer Requirements: Documentation requirements for regulatory compliance

8. Form of Compliance Certificate: Template for periodic compliance certification if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses






































Relevant Industries

Banking and Financial Services

Real Estate

Infrastructure

Energy

Manufacturing

Technology

Healthcare

Telecommunications

Transportation

Mining and Natural Resources

Retail

Construction

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Development

Investment

Capital Markets

Corporate Secretariat

Business Development

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Investment Manager

Corporate Lawyer

Compliance Officer

Risk Manager

Portfolio Manager

Investment Banker

Debt Capital Markets Associate

Financial Controller

Company Secretary

Head of Legal

Director of Finance

Investment Analyst

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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