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The Convertible Loan Agreement Startup is a critical financing instrument in the Swiss startup ecosystem, typically used in bridge financing rounds or as an alternative to direct equity investment. This document is particularly relevant when startups need quick access to capital without immediately determining company valuation, or when bridging between equity financing rounds. The agreement is structured under Swiss law, specifically complying with the Swiss Code of Obligations while incorporating international startup financing practices. It contains essential provisions for loan terms, conversion mechanisms, investor protections, and company obligations, addressing both the immediate debt component and future equity conversion scenarios. The document is designed to protect both the startup's and investors' interests while maintaining flexibility for future financing rounds and potential exit scenarios.

1. Parties: Identification of the Lender(s) and the Company (Borrower), including full legal names, registration details, and addresses

2. Background: Context of the agreement, including Company's business, purpose of the loan, and basic transaction structure

3. Definitions: Key terms used throughout the agreement, including financial terms, conversion-related definitions, and technical terminology

4. Loan Amount and Disbursement: Specification of the loan amount, currency, disbursement conditions and mechanics

5. Interest: Interest rate, calculation method, payment terms, and default interest provisions

6. Term and Repayment: Duration of the loan, repayment schedule, and early repayment provisions

7. Conversion Right: Terms and conditions of conversion, including trigger events, conversion price/mechanism, and resulting share class

8. Conversion Procedure: Step-by-step process for exercising conversion rights, including notices and documentation requirements

9. Company's Representations and Warranties: Standard company representations regarding corporate existence, authority, and business condition

10. Company's Undertakings: Ongoing obligations of the Company during the loan term, including information rights and operational restrictions

11. Events of Default: Circumstances constituting default and consequences thereof

12. Costs and Taxes: Allocation of transaction costs, taxes, and other expenses

13. Notices: Communication requirements and contact details

14. Assignment and Transfer: Rules regarding transfer of loan and conversion rights

15. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes