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Convertible Note Contract Template for Philippines

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Key Requirements PROMPT example:

Convertible Note Contract

"I need a Convertible Note Contract for my Philippine tech startup to secure PHP 5 million in bridge financing, with a 15% discount rate on the next funding round and 8% annual interest rate, maturing in March 2025."

Document background
The Convertible Note Contract is a crucial financing instrument in the Philippine business landscape, particularly for startups and growing companies seeking flexible funding options. This document type emerged as a popular alternative to straight equity investment, offering companies a way to defer valuation discussions while securing immediate funding. Under Philippine law, these agreements must comply with the Securities Regulation Code (RA 8799) and relevant SEC regulations, particularly regarding securities issuance and investor protection. The contract typically includes essential elements such as principal amount, interest rate, maturity date, conversion mechanisms, and valuation parameters, while also addressing specific Philippine regulatory requirements such as foreign ownership restrictions where applicable. The Convertible Note Contract serves as a bridge between seed funding and larger equity rounds, providing both companies and investors with clearly defined rights and obligations within the Philippine legal framework.
Suggested Sections

1. Parties: Identification of the Issuer (Company) and the Noteholder(s)

2. Background: Context of the financing arrangement and purpose of the convertible note

3. Definitions: Key terms used throughout the agreement including Maturity Date, Conversion Price, Qualified Financing, etc.

4. Subscription and Issue: Details of the note subscription, principal amount, and issuance terms

5. Interest: Interest rate, calculation method, and payment terms

6. Maturity and Repayment: Maturity date and repayment obligations

7. Conversion Rights: Conditions and mechanics for converting the note to equity

8. Conversion Price: Determination of conversion price including any discount or cap mechanisms

9. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority

10. Company Covenants: Ongoing obligations of the company during the note term

11. Events of Default: Circumstances constituting default and consequences

12. Transferability: Rules regarding transfer or assignment of the note

13. Notices: Communication requirements and contact details

14. Governing Law and Jurisdiction: Specification of Philippine law governance and dispute resolution

Optional Sections

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

2. Subordination: Include when there are multiple creditors requiring ranking of priority

3. Change of Control: Include provisions for early conversion or repayment upon change in company ownership

4. Anti-dilution Protection: Include mechanisms to protect noteholder from dilution before conversion

5. Information Rights: Include when noteholders are granted specific information access rights

6. Foreign Investment Provisions: Include when noteholders include foreign investors, addressing ownership restrictions

7. Most Favored Nation: Include when offering protection against better terms in future note issuances

8. Pre-emptive Rights: Include when noteholders are granted rights to participate in future funding rounds

Suggested Schedules

1. Schedule 1 - Note Certificate Form: Template of the official note certificate

2. Schedule 2 - Conversion Notice Form: Template for noteholder to exercise conversion rights

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

4. Schedule 4 - Financial Statements: Latest financial statements of the company

5. Schedule 5 - Calculation Methods: Detailed procedures for calculating interest and conversion price

6. Schedule 6 - Company Information: Key corporate information including registration details and directors

7. Appendix A - Shareholders' Agreement Terms: Key terms that will apply post-conversion

8. Appendix B - Required Corporate Approvals: List of corporate approvals obtained for note issuance

Authors

Alex Denne

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

Relevant legal definitions
Clauses































Relevant Industries

Technology

Startups

Financial Services

E-commerce

Software Development

Biotechnology

Renewable Energy

Digital Media

Healthcare Technology

Fintech

Manufacturing

Real Estate Technology

Agricultural Technology

Education Technology

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Corporate Development

Investment

Executive Leadership

Risk Management

Business Development

Relevant Roles

CEO

CFO

Legal Counsel

Corporate Secretary

Investment Manager

Venture Capitalist

Startup Founder

Finance Director

Corporate Lawyer

Investment Banker

Business Development Manager

Company Director

Compliance Officer

Treasury Manager

Private Equity 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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