Strike company in the Convertible Note Agreement Template

Aug 6th, 2022
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Structuring a convertible note requires careful consideration of key elements. Typically, convertible notes feature the principal amount, interest rate, maturity date, and conversion terms. The conversion discount and valuation cap are crucial components influencing the conversion of the note into equity.
If the company fails after issuing a convertible note and defaults on its obligations, its noteholders will probably be unable to get their initial seed money or investment back. If theres anything to be gotten, convertible noteholders will fall in line after secured debt holders and before shareholders.
Another risk of convertible promissory notes to a company is if a convertible note is not converted into equity before maturity, investors could demand that the note is repaid with principal and interest. This could potentially put the company into bankruptcy.
Convertible notes are originally structured as debt investments, but have a provision that allows the principal plus accrued interest to convert into an equity investment at a later date. This means they are essentially a hybrid of debt and equity.
2. Preconditions for issuing convertible notes: There are two conditions that a company must meet to be able to issue convertible Notes: Private Limited Company must be recognised as a Startup by DPIIT. Investment amount per investor should not be less than INR 25 lakh in a single tranche.
Yes, you can issue convertible notes for LLCs, but this approach is rare. Transferring equity to the issuer of a convertible note once the convertible note matures is more complex in such cases, and the process must be laid out in the LLCs operating agreement.
For this reason, convertible notes typically arent secured (mostly because there are no meaningful assets to be used as collateral) and there are no personal guarantees on the part of the startups founders.
If a startup fails to raise a priced equity round before the maturity date, its highly unlikely it will have the funds needed to repay the note principal. In such a case, the convertible noteholders have several options: Force a repayment. Technically speaking, the noteholders could demand repayment of the note.

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