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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."
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.
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
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
Technology
Financial Services
E-commerce
Healthcare
Manufacturing
Renewable Energy
Agriculture Technology
Education Technology
Real Estate
Consumer Goods
Business Services
Media and Entertainment
Telecommunications
Biotechnology
Retail
Legal
Finance
Corporate Development
Executive Leadership
Investment
Compliance
Treasury
Corporate Secretariat
Risk Management
Business Development
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
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