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Note Subscription Agreement

Note Subscription Agreement Template for India

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Key Requirements PROMPT example:

Note Subscription Agreement

"I need a Note Subscription Agreement for our Mumbai-based technology company issuing secured notes worth INR 50 crores to three domestic institutional investors, with quarterly interest payments and maturity in March 2025."

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Document background
The Note Subscription Agreement serves as a crucial document for companies seeking to raise funds through the issuance of notes in India. It is commonly used when a company wishes to secure debt financing without traditional bank loans, offering more flexible terms and potentially better rates. The agreement must comply with Indian regulatory requirements, including the Companies Act, 2013, SEBI regulations, and applicable foreign exchange laws if foreign investors are involved. It contains detailed provisions about the notes' terms, subscription process, representations and warranties, covenants, events of default, and redemption mechanisms. This document is particularly relevant in private placements of notes and can be adapted for various types of note instruments, including convertible notes, secured notes, and listed notes.
Suggested Sections

1. Parties: Identifies the issuing company and the subscriber(s) with their complete details

2. Background: Explains the context of the note issuance and the company's authority to issue the notes

3. Definitions: Defines key terms used throughout the agreement

4. Subscription and Issuance: Details the terms of subscription, including amount, price, and payment mechanics

5. Conditions Precedent: Lists conditions that must be satisfied before the subscription obligation becomes binding

6. Closing: Specifies the closing process, timing, and deliverables

7. Representations and Warranties: Contains statements of fact and assurances from both the issuer and subscriber

8. Covenants: Sets out ongoing obligations of the issuer and subscriber

9. Events of Default: Defines circumstances constituting default and consequences

10. Transferability: Specifies restrictions and conditions for transfer of notes

11. Notices: Establishes methods and addresses for formal communications

12. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution forum

13. Miscellaneous: Contains standard boilerplate provisions including amendments, waivers, and severability

Optional Sections

1. Multiple Closings: Required when the note issuance will occur in tranches or multiple rounds

2. Foreign Investment Compliance: Required when subscribers include non-Indian investors, addressing FEMA compliance

3. Tax Provisions: Detailed tax provisions needed when complex tax implications exist or for cross-border investments

4. Information Rights: Additional reporting obligations beyond statutory requirements, often requested by institutional investors

5. Board Observer Rights: Rights of note holders to appoint observers to board meetings, if negotiated

6. Anti-dilution Protection: Protection mechanisms for note holders in case of future equity issuances

7. Conversion Rights: Required if the notes are convertible into equity

8. Pre-emptive Rights: Rights of first refusal on future note or security issuances

Suggested Schedules

1. Note Terms: Detailed terms of the notes including interest rate, maturity, redemption rights

2. Form of Note Certificate: Template of the physical or electronic note certificate to be issued

3. Disclosure Schedule: Company disclosures against representations and warranties

4. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the note issuance

5. KYC Requirements: List of required KYC documents and compliance requirements

6. Payment Details: Bank account and payment instruction details

7. Capitalization Table: Current and post-issuance capital structure of the company

8. Form of Legal Opinions: Template of legal opinions to be provided at closing

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







































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Infrastructure

Healthcare

Renewable Energy

Telecommunications

Education

Retail

Hospitality

E-commerce

Relevant Teams

Legal

Finance

Compliance

Treasury

Corporate Secretarial

Risk Management

Corporate Development

Investment Banking

Board of Directors

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Company Secretary

Compliance Officer

Investment Manager

Treasury Manager

Corporate Finance Manager

Financial Controller

Board Director

Chief Executive Officer

Risk Manager

Investment Banker

Fund 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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