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Advance Subscription Agreement

Advance Subscription Agreement Template for Ireland

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Key Requirements PROMPT example:

Advance Subscription Agreement

"I need an Advance Subscription Agreement under Irish law for a €500,000 investment in our fintech startup, with a 20% discount rate and a valuation cap of €5 million, to be completed by March 2025."

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Document background
The Advance Subscription Agreement (ASA) is designed for companies seeking early-stage investment in Ireland, particularly suitable for startups and scale-ups looking to secure funding before a formal valuation is established. This document type provides a mechanism for investors to commit funds immediately while deferring the actual share issuance until a qualifying funding round occurs. The agreement incorporates specific provisions required under Irish law, including compliance with the Companies Act 2014 and relevant investment regulations. It typically includes terms for valuation caps, discount rates, qualifying funding round conditions, and investor protections. The ASA offers advantages over convertible notes as it avoids creating debt on the company's balance sheet, making it particularly attractive for Irish companies seeking flexible investment structures.
Suggested Sections

1. Parties: Identification of the company and the investor(s)

2. Background: Context of the agreement, including company status and investment purpose

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Subscription Amount: Details of the investment amount and payment terms

5. Qualifying Funding Round: Definition and conditions of the future funding round that triggers share issuance

6. Share Issuance: Terms governing the conversion of the investment into shares, including valuation and discount mechanisms

7. Company Warranties: Standard warranties about company status, authority, and business condition

8. Investor Warranties: Warranties from the investor regarding investment capacity and eligibility

9. Completion Requirements: Conditions precedent and completion mechanics for the investment

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process for formal communications between parties

12. General Provisions: Standard boilerplate clauses including entire agreement, variation, and governing law

Optional Sections

1. Long Stop Date: Optional provision for automatic termination if no qualifying funding round occurs by a specified date

2. Early Repayment Rights: Terms allowing the company to repay the investment before a qualifying funding round

3. Information Rights: Additional rights for investors to receive company information and updates

4. Pre-emption Rights: Rights for investors to participate in future funding rounds

5. Most Favored Nation Clause: Protection ensuring investors receive the best terms offered to subsequent ASA investors

6. Drag and Tag Rights: Rights related to company sale scenarios

7. Board Observer Rights: Rights for investors to appoint board observers

8. Anti-dilution Protection: Additional protection against future dilution of the investment

Suggested Schedules

1. Schedule 1 - Subscription Details: Detailed breakdown of investment amounts, investor details, and payment information

2. Schedule 2 - Company Details: Key information about the company including capital structure and existing shareholders

3. Schedule 3 - Warranties: Comprehensive list of company warranties

4. Schedule 4 - Deed of Adherence: Form for additional investors to join the agreement

5. Schedule 5 - Calculation Examples: Examples showing how share calculations and discount mechanisms work

6. Appendix A - Board Resolutions: Form of board resolutions approving the ASA

7. Appendix B - Shareholder Resolutions: Form of any required shareholder resolutions

8. Appendix C - Disclosure Letter: Company's disclosure against the warranties

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions

































Clauses






























Relevant Industries

Technology

Fintech

Software

Biotechnology

Clean Energy

E-commerce

Healthcare Technology

Digital Media

Artificial Intelligence

Agricultural Technology

Educational Technology

Internet of Things

Cybersecurity

Retail Technology

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Investment

Executive

Corporate Governance

Business Development

Treasury

Compliance

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Investment Manager

Company Secretary

Finance Director

Venture Capital Partner

Angel Investor

Corporate Development Manager

Investment Analyst

Legal Counsel

Business Development Director

Startup Founder

Board Member

Investment Associate

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

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