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Convertible Promissory Note Template for New Zealand

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Key Requirements PROMPT example:

Convertible Promissory Note

"I need a Convertible Promissory Note for my New Zealand technology startup to secure NZD 500,000 in funding from an angel investor, with a 20% discount rate on conversion, 5% annual interest rate, and maturity date of March 15, 2025."

Document background
The Convertible Promissory Note is a fundamental financing instrument in New Zealand's startup ecosystem, bridging the gap between debt and equity financing. It is typically used when a company needs immediate funding but determining an accurate company valuation is challenging or premature. The document provides a mechanism for investors to loan money to a company with the right to convert their investment into equity shares, usually at a discount to the next qualified financing round. This type of agreement is particularly valuable for early-stage companies in New Zealand seeking to raise capital while deferring valuation discussions, and it must comply with New Zealand securities laws and financial regulations. The document includes essential terms such as the conversion mechanism, interest rate, maturity date, and various investor protections, all structured within the framework of New Zealand commercial law.
Suggested Sections

1. Parties: Identifies the Lender (Investor) and Borrower (Company) and their respective addresses

2. Background: States the context of the loan and the company's business

3. Definitions: Defines key terms used throughout the document, including Maturity Date, Conversion Price, Qualifying Financing, etc.

4. Loan Amount and Interest: Specifies the principal amount, interest rate, and interest calculation method

5. Repayment Terms: Details when and how the principal and interest must be repaid

6. Conversion Rights: Specifies the circumstances under which the note converts to equity and the conversion mechanism

7. Conversion Price: Defines how the conversion price is calculated in different scenarios

8. Maturity Date: Specifies when the note becomes due if not converted earlier

9. Events of Default: Lists circumstances that constitute default and consequences

10. Representations and Warranties: Standard company and investor representations

11. General Provisions: Includes standard boilerplate clauses like notices, amendments, governing law

Optional Sections

1. Security: Include when the note is secured against company assets

2. Pre-emptive Rights: Include when investor is granted rights to participate in future funding rounds

3. Information Rights: Include when investor is granted specific company information access rights

4. Most Favored Nation: Include when investor should receive benefits of any better terms given to future noteholders

5. Board Observer Rights: Include when investor is granted rights to attend board meetings

6. Transfer Restrictions: Include when there are specific limitations on transferring the note

7. Subordination: Include when the note is subordinated to other debt

Suggested Schedules

1. Schedule 1: Conversion Calculations: Detailed examples and formulas for calculating conversion price and number of shares

2. Schedule 2: Form of Conversion Notice: Template notice for exercising conversion rights

3. Schedule 3: Cap Table: Current capitalization table of the company

4. Schedule 4: Company Information: Key company details including certificate of incorporation and shareholder information

5. Schedule 5: Existing Security Interests: List of existing securities and charges (if applicable)

6. Appendix A: Shareholders' Agreement Terms: Key terms that will apply post-conversion when noteholder becomes shareholder

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Software

Biotechnology

Financial Services

E-commerce

Healthcare

Clean Technology

Agriculture Technology

Digital Media

Manufacturing

Consumer Products

Professional Services

Education Technology

Real Estate Technology

Relevant Teams

Legal

Finance

Executive

Corporate Development

Investment

Compliance

Treasury

Business Development

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Manager

Startup Founder

Company Director

Legal Counsel

Corporate Lawyer

Investment Analyst

Venture Capital Associate

Angel Investor

Financial Controller

Company Secretary

Business Development Manager

Finance Director

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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