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Note Subscription Agreement Generator for England and Wales

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Key Requirements PROMPT example:

Note Subscription Agreement

"I need a Note Subscription Agreement for my tech startup to issue secured convertible notes worth £2 million to three institutional investors, with a 8% interest rate and conversion rights exercisable after March 2025."

Document background
The Note Subscription Agreement, governed by English and Welsh law, is a crucial document in debt financing transactions. It's commonly used when companies seek to raise capital through the issuance of debt securities, whether for general corporate purposes, expansion, or specific projects. The agreement comprehensively documents the terms of the note issuance, including subscription mechanics, payment terms, representations and warranties, and investor protections. It's particularly valuable for private placements and can accommodate various structures including secured, unsecured, or convertible notes.
Suggested Sections

1. Parties: Identifies the issuer, subscriber(s), and any other relevant parties to the agreement

2. Background: Recitals explaining the context and purpose of the note subscription

3. Definitions: Key terms used throughout the agreement

4. Subscription: Terms of the note subscription, including amount, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before subscription completion

6. Completion: Process and requirements for completing the subscription

7. Representations and Warranties: Standard representations by both issuer and subscriber

8. Covenants: Ongoing obligations of the parties

9. Events of Default: Circumstances constituting default and consequences

10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law

Optional Sections

1. Security: Terms of any security arrangements for secured notes

2. Conversion Rights: Terms for converting notes to shares, applicable for convertible notes

3. Interest: Interest calculation and payment terms for interest-bearing notes

4. Transferability: Terms governing transfer of notes, used when transfer rights are to be restricted

Suggested Schedules

1. Form of Note Certificate: Template of the physical note certificate

2. Conditions Precedent Documents: List of required documents pre-completion

3. Form of Transfer Instrument: Template for transferring notes

4. Terms and Conditions of the Notes: Detailed terms governing the notes

5. Securities Note: Detailed information about the securities being offered, required for regulated offerings

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

Relevant legal definitions





































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including share capital, allotment of shares, registration requirements, and directors' duties and corporate authority

Financial Services and Markets Act 2000 (FSMA): Key financial services legislation covering financial promotion restrictions, requirements for regulated activities, and prospectus requirements

Financial Services Act 2012: Updates to FSMA provisions and establishes the financial regulatory structure

FCA Handbook: Regulatory framework including PROD (Product Intervention and Product Governance) and COBS (Conduct of Business Sourcebook)

UK Prospectus Regulation: Retained EU law covering requirements for public offerings and exemptions from prospectus requirements

Law of Property (Miscellaneous Provisions) Act 1989: Fundamental contract law principles affecting the formation and execution of agreements

Consumer Credit Act 1974: Legislation governing regulated credit agreements, may be applicable depending on note characteristics

Money Laundering Regulations 2017: Requirements for due diligence and compliance obligations in financial transactions

UK Market Abuse Regulation: Retained EU law covering inside information and market manipulation provisions

Income Tax Act 2007: Tax legislation affecting the treatment of income from notes and securities

Corporation Tax Act 2009: Tax legislation governing corporate aspects of note issuance and trading

Stamp Duty Legislation: Regulations governing stamp duty and stamp duty reserve tax considerations for note transactions

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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