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Convertible Note Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Convertible Note Purchase Agreement

"I need a Convertible Note Purchase Agreement under Philippine law for a Series A bridge round of PHP 10 million, with automatic conversion at a 20% discount during the next equity round, and the note should include standard Philippine foreign investment provisions as the investor is from Singapore."

Document background
The Convertible Note Purchase Agreement is a crucial financing instrument commonly used by Philippine companies, particularly startups and growth-stage businesses, to secure early-stage funding. This document is employed when a company seeks to raise capital without immediately setting a valuation, offering investors the opportunity to convert their loan into equity at a later date, typically during a qualified financing round. The agreement must comply with Philippine securities laws, including the Securities Regulation Code (RA 8799) and relevant SEC regulations. It's particularly useful during bridge financing rounds or when companies and investors prefer to defer valuation discussions. The document includes comprehensive details about the investment terms, conversion mechanisms, investor rights, and compliance requirements specific to the Philippine jurisdiction.
Suggested Sections

1. Parties: Identification of the Issuer (Company) and the Purchaser(s) of the convertible note

2. Background: Context of the transaction, including the Company's intention to issue convertible notes and the Purchaser's intention to invest

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

4. Purchase and Sale of Notes: Terms of the note purchase, including principal amount and closing mechanics

5. The Notes: Detailed terms of the notes including interest rate, maturity date, and repayment terms

6. Conversion Rights: Terms and mechanics of converting the notes into equity, including conversion price and timing

7. Conversion Mechanics: Detailed procedures for executing the conversion

8. Company Representations and Warranties: Company's statements about its legal status, authority, and business condition

9. Purchaser Representations and Warranties: Purchaser's statements about their investment capacity and compliance

10. Covenants: Ongoing obligations of the Company and Purchaser

11. Events of Default: Circumstances constituting default and consequences

12. Termination: Conditions and process for terminating the agreement

13. Miscellaneous: Standard legal provisions including notices, amendments, governing law, etc.

Optional Sections

1. Multiple Closings: Section used when the note issuance may occur in multiple tranches

2. Security Interest: Include when the notes are secured by company assets

3. Board Observer Rights: Rights of noteholders to appoint board observers, if applicable

4. Information Rights: Specific rights of noteholders to receive company information

5. Pre-emptive Rights: Rights of noteholders to participate in future financing rounds

6. Foreign Investment Provisions: Special provisions required when investors are foreign entities

7. Tax Provisions: Specific tax-related provisions beyond standard tax matters

8. Most Favored Nation: Provisions ensuring noteholders receive best terms offered to other investors

Suggested Schedules

1. Form of Note: The actual form of convertible note certificate

2. Capitalization Table: Current and projected cap table showing ownership structure

3. Disclosure Schedule: Exceptions to company representations and warranties

4. Corporate Resolutions: Board and shareholder resolutions authorizing the note issuance

5. Conversion Calculations: Detailed methodology for calculating conversion price and shares

6. Required Consents: List of third-party consents required for the transaction

7. Compliance Certificates: Forms of certificates confirming compliance with agreement terms

8. SEC and BSP Compliance Documents: Required regulatory filings and approvals

Authors

Alex Denne

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

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Relevant Industries

Technology

Financial Services

E-commerce

Healthcare

Manufacturing

Renewable Energy

Agriculture Technology

Education Technology

Real Estate

Consumer Goods

Business Services

Media and Entertainment

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Retail

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Compliance

Treasury

Corporate Secretariat

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Venture Capital Partner

Company Secretary

Financial Controller

Corporate Development Manager

Investment Analyst

Compliance Officer

Legal Counsel

Board Director

Investment Director

Startup Founder

Finance Director

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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