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Convertible Loan Note Agreement Template for Ireland

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Key Requirements PROMPT example:

Convertible Loan Note Agreement

"I need a Convertible Loan Note Agreement under Irish law for a €500,000 investment in my technology startup, with a 6% interest rate, automatic conversion on a qualified financing round of €2 million or more, and a maturity date of March 15, 2025."

Document background
The Convertible Loan Note Agreement is primarily used by companies seeking interim or bridge financing, typically in anticipation of a future equity funding round or exit event. It offers flexibility to both investors and companies by deferring the company valuation decision while providing immediate access to capital. This document, governed by Irish law, details the loan terms, conversion mechanisms, investor protections, and company obligations. It includes specific provisions required under Irish corporate and securities laws, making it suitable for Irish-registered companies seeking alternative financing methods. The agreement typically includes provisions for interest payments, conversion triggers (such as qualified financing rounds or exit events), conversion price calculations, and investor rights both pre- and post-conversion.
Suggested Sections

1. Parties: Identification of the Lender(s), Company (Borrower), and any guarantors

2. Background: Context of the agreement, including the purpose of the loan and the company's business

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Loan Amount and Drawdown: Specification of the loan amount, drawdown conditions and mechanics

5. Interest: Interest rate, calculation method, and payment terms

6. Repayment: Terms for repayment of the loan, including maturity date and early repayment provisions

7. Conversion Rights: Conditions and mechanics for converting the loan into equity, including conversion price and timing

8. Conversion Procedure: Detailed process for executing the conversion, including notice requirements and documentation

9. Company Warranties and Undertakings: Company's representations, warranties, and ongoing obligations

10. Events of Default: Circumstances constituting default and consequences

11. Transferability: Terms governing the transfer of the loan note to third parties

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Security: Include when the loan is secured against company assets

2. Subordination: Include when the loan needs to be subordinated to other company debt

3. Anti-dilution Protection: Include to protect conversion rights against dilution from future share issues

4. Tag-Along Rights: Include to give noteholders the right to participate in future share sales

5. Information Rights: Include to give noteholders specific rights to company information

6. Board Observer Rights: Include when lenders are to have the right to appoint board observers

7. Most Favored Nation: Include to ensure noteholders benefit from better terms given in future note issues

8. Change of Control: Include specific provisions for company sale scenarios

Suggested Schedules

1. Schedule 1 - Loan Note Certificate: Form of the loan note certificate to be issued

2. Schedule 2 - Conversion Notice: Form of notice to be given when exercising conversion rights

3. Schedule 3 - Cap Table: Current and post-conversion capitalization table

4. Schedule 4 - Company Information: Key company details including registration information and existing charges

5. Schedule 5 - Warranties: Detailed list of company warranties

6. Schedule 6 - Conversion Calculations: Detailed methodology for calculating conversion price and number of shares

7. Schedule 7 - Deed of Adherence: Form for transferees to become bound by the agreement

Authors

Alex Denne

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

Relevant legal definitions























































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Relevant Industries

Technology

Software

Biotechnology

Financial Services

Healthcare

E-commerce

Clean Technology

Manufacturing

Media and Entertainment

Professional Services

Real Estate

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Executive Management

Company Secretariat

Investment

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Finance Director

Investment Manager

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Director

Venture Capital Partner

Financial Controller

Treasury Manager

Corporate Development Manager

Startup Founder

Board Director

Investment Analyst

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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