The Note Purchase Agreement is a crucial document used in debt financing transactions where a company seeks to raise capital by issuing notes to investors. This agreement, structured under Hong Kong law, provides the legal framework for the issuance and purchase of notes, whether they are secured or unsecured, convertible or non-convertible. It is commonly used in private placements, growth financing, or bridge funding scenarios. The document details the complete terms of the investment, including the note terms, purchase mechanics, representations and warranties, covenants, and remedies. It ensures compliance with Hong Kong securities laws and regulations, particularly the Securities and Futures Ordinance and Companies Ordinance. The agreement is essential for protecting both the issuer's and investors' interests and providing clarity on their respective rights and obligations throughout the note's term.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identifies the issuer of the notes and the purchaser(s)
2. Background: Sets out the context of the note issuance and the parties' intentions
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Purchase and Sale of Notes: Core provisions regarding the purchase and sale of the notes, including purchase price and payment terms
5. Terms of Notes: Details the fundamental terms of the notes including principal amount, interest rate, maturity date, and payment mechanics
6. Closing: Specifies the closing process, timing, and deliverables
7. Conditions Precedent: Lists conditions that must be satisfied before the purchase obligation arises
8. Representations and Warranties of the Issuer: Issuer's statements about its status, authority, and relevant facts
9. Representations and Warranties of the Purchaser: Purchaser's statements about its status, authority, and relevant facts
10. Covenants: Ongoing obligations of the parties, particularly the issuer
11. Events of Default: Specifies circumstances constituting default and consequences
12. Remedies: Sets out available remedies upon occurrence of an event of default
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law, etc.
1. Multiple Closings: Required when the note purchase will occur in multiple tranches or closings
2. Security Interest: Include when the notes are secured by collateral
3. Conversion Rights: Include if the notes are convertible into equity
4. Subordination: Required when the notes are subordinated to other indebtedness
5. Purchaser Rights: Include if purchasers have special rights such as board observation or information rights
6. Registration Rights: Include if the notes or conversion shares will need to be registered
7. Purchaser Coordination: Required for multiple purchasers to coordinate decision-making
8. Tax Provisions: Include detailed tax provisions if special tax considerations apply
1. Schedule of Purchasers: Lists all purchasers and their respective purchase amounts (if multiple purchasers)
2. Form of Note: The form of the physical or electronic note to be issued
3. Disclosure Schedule: Contains exceptions to representations and warranties
4. Security Agreement: Details of any security/collateral arrangements (if applicable)
5. Form of Legal Opinion: Form of legal opinion to be delivered at closing
6. Corporate Documents: Copies of relevant corporate approvals and organizational documents
7. Calculation Methods: Details of interest calculations, conversion calculations, or other numerical computations
8. Form of Notice of Conversion: Standard form for exercising conversion rights (if applicable)
Find the exact document you need
Subscription Agreement (Real Estate)
A Hong Kong law-governed agreement setting out terms for real estate property subscription and purchase between developer and purchaser.
Download
Fund Solicitation Letter
A regulatory-compliant letter used in Hong Kong to approach potential investors about fund investment opportunities, subject to SFC oversight.
Download
Subscription Agreement Private Equity
A Hong Kong law-governed agreement setting out terms for investment in a private equity fund, including subscription details, investor rights, and regulatory compliance requirements.
Download
Loan Note Agreement
A Hong Kong law-governed agreement documenting the issuance of loan notes, including terms of borrowing, repayment, and security arrangements.
Download
Advanced Subscription Agreement
A Hong Kong-law agreement for early-stage investment providing rights to future share issuance upon specific triggering events.
Download
Subscription Agreement LLC
A Hong Kong-governed agreement detailing terms and conditions for share subscription in an LLC, including investment terms, rights, and obligations.
Download
Bond Repurchase Agreement
A Hong Kong law-governed agreement setting out terms for bond repurchase transactions, including pricing, margins, and default provisions in line with local regulations.
Download
Subscription License Agreement
A Hong Kong law-governed agreement establishing terms for subscription-based services or software licensing, including usage rights, payment terms, and compliance requirements.
Download
Shareholder Special Resolution
A formal corporate document under Hong Kong law requiring 75% shareholder approval for major company decisions.
Download
Subscription Agreement Private Placement
A Hong Kong law-governed agreement detailing terms and conditions for private investment in securities through private placement.
Download
Shares Sale And Purchase Agreement
A Hong Kong law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and completion requirements.
Download
Unit Purchase Agreement
A legally binding agreement for the sale and purchase of property units in Hong Kong, governed by local property laws and regulations.
Download
Software As A Service License Agreement
A Hong Kong law-governed agreement establishing terms for cloud-based software service provision and usage, including data protection, service levels, and IP rights.
Download
Subscription Contract
A Hong Kong law-governed subscription contract template establishing terms between service provider and subscriber, compliant with local regulations.
Download
Note Purchase Agreement
A Hong Kong law-governed agreement documenting the terms of a note issuance transaction between a company and investor(s), including purchase terms, rights, and obligations.
Download
Membership Interest Transfer Agreement
A Hong Kong law-governed agreement for transferring membership interests between parties, including terms, conditions, and regulatory compliance requirements.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it