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Note Subscription Agreement

Note Subscription Agreement Template for Australia

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Key Requirements PROMPT example:

Note Subscription Agreement

"I need a Note Subscription Agreement for a straightforward unsecured note issuance by our tech startup to raise AUD 5 million from three institutional investors, with a fixed interest rate of 8% and maturity in March 2025."

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Document background
The Note Subscription Agreement is a crucial document used in debt financing transactions where a company seeks to raise capital by issuing notes to investors. This agreement, structured under Australian law and regulatory requirements, establishes the legal framework for the note issuance, including subscription terms, payment mechanisms, and ongoing obligations. It's commonly used for both secured and unsecured note offerings, and can accommodate various types of notes including fixed-rate, floating-rate, or convertible instruments. The document ensures compliance with Australian securities laws, particularly the Corporations Act 2001 (Cth) and ASIC regulations, while protecting the interests of both issuers and subscribers through detailed terms and conditions, representations, warranties, and enforcement provisions.
Suggested Sections

1. Parties: Identifies the issuer, subscriber(s), and any other relevant parties such as security trustee

2. Background: Contextual information about the note issuance, purpose, and any related transactions

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation clauses

4. Subscription and Issue: Terms of subscription, including price, number of notes, and conditions precedent

5. Payment and Settlement: Payment mechanics, timing, and settlement procedures

6. Status and Ranking of Notes: Priority and ranking of notes in relation to other obligations

7. Interest: Interest rate, calculation methods, payment dates and mechanics

8. Representations and Warranties: Standard representations and warranties from both issuer and subscriber

9. Undertakings: Ongoing obligations of the issuer and subscriber

10. Events of Default: Circumstances constituting default and consequences

11. Taxation: Tax treatment, withholding obligations, and gross-up provisions

12. Notices: Communication procedures between parties

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, amendments

Optional Sections

1. Security Arrangements: Required if the notes are secured - details of security structure, enforcement rights

2. Conversion Rights: Include if notes are convertible into shares or other securities

3. Redemption Features: Optional if early redemption or special redemption features are included

4. Selling Restrictions: Required for sophisticated investor offerings or international distribution

5. Register and Title: Required if notes are registered instruments

6. Transfer Provisions: Detailed if transfers are restricted or subject to specific conditions

7. Meetings of Noteholders: Required for syndicated notes or where noteholder decisions may be needed

8. Role of Trustees/Agents: Include if there are trustees or agents involved in the note issuance

Suggested Schedules

1. Note Terms: Detailed terms and conditions of the notes

2. Form of Note Certificate: Template for physical note certificates if applicable

3. Subscription Notice: Form of notice for subscribing to notes

4. Transfer Form: Template for transferring notes between parties

5. Security Documents: If secured notes, details of security arrangements

6. Financial Covenants: Details of any financial covenants and calculation methodologies

7. Conditions Precedent: List of required documents and conditions before issuance

8. Selling Restrictions: Detailed description of jurisdictional selling restrictions

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

Financial Services

Banking

Investment Management

Real Estate

Infrastructure

Mining

Energy

Technology

Manufacturing

Healthcare

Telecommunications

Private Equity

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Finance

Company Secretariat

Investment

Capital Markets

Board and Governance

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Company Secretary

Investment Manager

Compliance Officer

Risk Manager

Corporate Finance Manager

Investment Banker

Financial Controller

Managing Director

Board Director

Debt Capital Markets Manager

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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