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Convertible Notes Agreement
"I need a Convertible Notes Agreement for my Nigerian technology startup to raise $500,000 from three international investors, with a 20% discount rate, 8% interest rate, and conversion triggered at a qualified financing round of $2 million, to be completed by March 2025."
1. Parties: Identification of the Company (Issuer) and the Noteholder(s)
2. Background: Context of the investment and purpose of the convertible note
3. Definitions: Key terms used throughout the agreement
4. Subscription and Issue: Terms of the note subscription, payment details, and issuance conditions
5. Interest: Interest rate, calculation method, and payment terms
6. Maturity and Repayment: Maturity date and repayment terms
7. Conversion Rights: Terms and conditions for converting the note to equity
8. Conversion Price: Formula and mechanisms for determining the conversion price
9. Company Representations and Warranties: Company's statements of fact and legal assurances
10. Noteholder Representations and Warranties: Investor's statements of fact and legal assurances
11. Company Covenants: Ongoing obligations and restrictions on the company
12. Events of Default: Circumstances constituting default and consequences
13. Transferability: Terms governing the transfer of notes
14. Notices: Communication procedures between parties
15. Confidentiality: Protection of confidential information
16. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
1. Most Favored Nation: Provision ensuring the noteholder receives the benefit of more favorable terms offered to future investors
2. Pre-emptive Rights: Rights of noteholders to participate in future funding rounds
3. Tag-Along Rights: Rights of noteholders to join in any sale of shares by major shareholders
4. Information Rights: Rights of noteholders to receive company financial and operational information
5. Board Observer Rights: Rights to appoint a board observer, typically for larger investments
6. Anti-dilution Protection: Protection against dilution from future down rounds
7. Security: If the note is secured, provisions describing the security arrangement
8. Collective Action Provisions: Required when there are multiple noteholders, governing group decision-making
1. Form of Conversion Notice: Standard form for noteholders to exercise conversion rights
2. Cap Table: Current capitalization table of the company
3. Conversion Price Calculations: Detailed methodology and examples of conversion price calculations
4. Company Information: Key company details including registration, directors, and share capital
5. Note Certificate Template: Form of physical or digital note certificate
6. Disclosure Schedule: Company disclosures against representations and warranties
7. Required Corporate Approvals: List of corporate approvals obtained for the note issuance
Authors
Technology
Financial Services
E-commerce
Healthcare
Renewable Energy
Agriculture
Manufacturing
Real Estate
Education Technology
Transportation
Media and Entertainment
Telecommunications
Legal
Finance
Corporate Development
Treasury
Compliance
Risk Management
Board of Directors
Executive Leadership
Investment
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Corporate Lawyer
Finance Director
Company Secretary
Investment Analyst
Corporate Finance Manager
Venture Capital Associate
Private Equity Manager
Startup Founder
Business Development Director
Treasury Manager
Risk Manager
Compliance Officer
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