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Convertible Loan Note Agreement
"I need a Convertible Loan Note Agreement under German law for a €500,000 investment in our software startup, with conversion triggered at a €5M qualified financing round and a valuation cap of €8M, including standard minority investor protections."
1. Parties: Identification of the borrower (company), lender(s), and any other relevant parties
2. Background: Context of the agreement, including purpose of the loan and company status
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Loan Amount and Drawdown: Specification of the loan amount, drawdown conditions and mechanics
5. Interest: Interest rate, calculation method, and payment terms
6. Conversion Rights: Terms and conditions under which the loan can be converted into equity
7. Conversion Mechanics: Detailed process for executing the conversion, including timing and documentation
8. Repayment: Terms for repayment if conversion rights are not exercised
9. Company Warranties and Undertakings: Company representations and ongoing obligations
10. Events of Default: Circumstances constituting default and consequences
11. Transferability: Conditions under which the note can be transferred
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
1. Security: Required if the loan is to be secured against company assets
2. Noteholder Representative: Needed for multiple noteholders to coordinate decision-making
3. Information Rights: Additional reporting requirements beyond statutory obligations
4. Tag-Along Rights: Protection for noteholders in case of company sale before conversion
5. Pre-emption Rights: Rights of noteholders to participate in future funding rounds
6. Anti-dilution Protection: Adjustments to conversion terms for certain dilutive events
7. Subordination: Required if the loan needs to be subordinated to other debt
1. Conversion Notice: Form of notice to be used when exercising conversion rights
2. Warranties: Detailed list of company warranties
3. Calculation of Conversion Price: Formula and examples of conversion price calculations
4. Cap Table: Current and post-conversion capitalization table
5. Shareholders' Resolution: Form of shareholders' resolution approving conditional capital increase
6. Deed of Adherence: Form for adherence to shareholders' agreement upon conversion
7. Company's Constitutional Documents: Articles of association and other relevant corporate documents
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Technology
Software
Biotechnology
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E-commerce
FinTech
Clean Technology
Manufacturing
Consumer Products
Professional Services
Media and Entertainment
Real Estate Technology
Educational Technology
Artificial Intelligence
Robotics
Legal
Finance
Corporate Development
Treasury
Executive Leadership
Investment
Compliance
Corporate Secretariat
Tax
Accounting
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Investment Director
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Venture Capital Partner
Company Secretary
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