The Note And Warrant Purchase Agreement is a sophisticated financing instrument commonly used in the Swiss market for companies seeking growth capital while maintaining flexibility in their capital structure. It provides a hybrid financing solution that appeals to both companies and investors by combining debt financing (through notes) with potential equity participation (through warrants). This document is particularly relevant when companies need substantial capital for expansion but want to avoid immediate equity dilution, while investors seek both regular returns and potential equity upside. The agreement must comply with Swiss financial regulations, including the Swiss Code of Obligations and Financial Market Infrastructure Act, and typically includes detailed terms for both instruments, security arrangements, conversion rights, and regulatory compliance provisions. It's commonly used in growth stages, bridge financing scenarios, or when companies want to offer enhanced terms to strategic investors.
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1. Parties: Identification of the issuing company and the purchaser(s)
2. Background: Context of the transaction, including company status and purpose of the financing
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale of Securities: Core transaction terms including purchase price, principal amount of notes, and number of warrants
5. Note Terms: Detailed terms of the notes including interest rate, maturity, repayment terms, and events of default
6. Warrant Terms: Terms of the warrants including exercise price, expiration date, and number of shares
7. Closing Conditions: Conditions precedent to closing, including required approvals and deliverables
8. Representations and Warranties of the Company: Company's representations regarding corporate status, authority, and compliance with laws
9. Representations and Warranties of the Purchaser: Purchaser's representations regarding investment intent and capacity
10. Covenants: Ongoing obligations of the parties during the term of the notes and warrants
11. Events of Default: Circumstances constituting default and corresponding remedies
12. Registration Rights: Rights relating to the registration of shares issuable upon warrant exercise
13. Miscellaneous: Standard provisions including notices, amendments, governing law, and jurisdiction
1. Security Interest: Required if the notes are to be secured by company assets
2. Subordination: Needed if the notes are subordinated to other company debt
3. Board Observer Rights: Optional rights for investors to observe board meetings
4. Information Rights: Additional information rights beyond statutory requirements
5. Right of First Refusal: Optional preferential rights for future financing rounds
6. Tag-Along Rights: Optional co-sale rights in case of founder/major shareholder sale
7. Swiss Non-Bank Rules Compliance: Required if compliance with Swiss Non-Bank Rules is relevant
8. Currency Risk Provisions: Required for cross-border transactions with different currencies
1. Schedule A - Form of Note: Template of the promissory note including all terms
2. Schedule B - Form of Warrant: Template of the warrant certificate
3. Schedule C - Capitalization Table: Current and pro-forma capitalization of the company
4. Schedule D - Corporate Resolutions: Copies of board and shareholder resolutions approving the transaction
5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties
6. Schedule F - Registration Rights: Detailed terms of registration rights
7. Schedule G - Security Agreement: Required if notes are secured by company assets
8. Appendix 1 - Wire Instructions: Banking details for funds transfer
9. Appendix 2 - Compliance Certificates: Required regulatory and compliance certificates
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