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Convertible Promissory Note Purchase Agreement
"I need a Swiss-law Convertible Promissory Note Purchase Agreement for a Series A bridge financing round, with a principal amount of CHF 2 million, 5% interest rate, and automatic conversion upon a qualified financing of CHF 5 million, including a 20% discount rate."
1. Parties: Identification of the Company (Issuer) and the Purchaser(s) of the note
2. Background: Context of the transaction and purpose of the note issuance
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Notes: Terms of the note purchase, including purchase price and closing mechanics
5. The Notes: Fundamental terms of the notes including principal amount, interest rate, and maturity date
6. Conversion Rights: Terms and conditions for converting the notes into equity, including conversion price and mechanisms
7. Conversion Procedures: Detailed procedures for executing conversion, including notice requirements and documentation
8. Representations and Warranties of the Company: Company's statements about its legal status, authority, and business condition
9. Representations and Warranties of the Purchaser: Purchaser's statements about investment capacity and sophistication
10. Events of Default: Circumstances constituting default and consequences thereof
11. General Provisions: Standard contractual provisions including notices, amendments, governing law, and jurisdiction
1. Multiple Closings: Include when the note purchase agreement allows for multiple investment closings
2. Pre-emptive Rights: Include when existing shareholders are granted rights to participate in the note purchase
3. Information Rights: Include when purchasers are granted specific information access rights
4. Board Observer Rights: Include when note holders are granted board observer rights
5. Most Favored Nation: Include when purchasers are protected against more favorable terms in future note issuances
6. Registration Rights: Include if relevant for future public offering scenarios
7. Subordination Provisions: Include when the notes need to be subordinated to other debt
8. Tax Provisions: Include detailed tax provisions when involving international investors
1. Schedule A - Form of Note: The actual form of the convertible promissory note
2. Schedule B - Capitalization Table: Current capitalization of the company and pro forma post-conversion
3. Schedule C - Disclosure Schedule: Exceptions to representations and warranties
4. Schedule D - Purchase Details: List of purchasers with their respective investment amounts
5. Schedule E - Existing Indebtedness: Details of company's existing debt obligations
6. Appendix 1 - Conversion Calculations: Detailed examples of conversion calculations
7. Appendix 2 - Form of Conversion Notice: Template for exercising conversion rights
8. Appendix 3 - Swiss Tax Guidelines: Summary of relevant Swiss tax implications
Authors
Technology
Biotechnology
Financial Services
Healthcare
Clean Energy
Manufacturing
Software
E-commerce
Media and Entertainment
Professional Services
Real Estate
Consumer Goods
Telecommunications
Legal
Finance
Corporate Development
Executive Leadership
Treasury
Compliance
Company Secretariat
Investment
Tax
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Financial Controller
Company Secretary
Board Member
Investment Analyst
Legal Counsel
Finance Director
Corporate Development Manager
Treasury Manager
Compliance Officer
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