The Convertible Loan Agreement is a strategic financing instrument widely used in the Irish business landscape, particularly for early-stage companies seeking growth capital. This document type bridges the gap between traditional debt financing and equity investment, offering flexibility for both investors and companies. It's particularly valuable when a company's valuation is uncertain or when there's a need to defer valuation discussions to a future funding round. The agreement must comply with Irish company law and financial regulations, including the Companies Act 2014 and relevant Central Bank requirements. It typically includes comprehensive terms covering the loan amount, interest rate, conversion triggers (such as qualified financing rounds or exits), conversion price mechanisms, and investor protections. The document is commonly used in bridge financing scenarios, interim funding between equity rounds, or as part of a larger financing strategy.
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1. Parties: Identification of the Lender(s) and the Company (Borrower)
2. Background: Context of the agreement, including the Company's request for funding and the Lender's agreement to provide it
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. The Loan: Core terms of the loan including amount, purpose, and drawdown conditions
5. Interest: Interest rate, calculation method, and payment terms
6. Repayment: Terms for repayment of the loan, including scheduled payments if any
7. Conversion Rights: Conditions and mechanism for converting the loan into equity, including conversion price and timing
8. Conversion Mechanics: Detailed process for implementing the conversion, including documentation requirements
9. Company Warranties and Undertakings: Company's representations and ongoing obligations
10. Events of Default: Circumstances constituting default and consequences
11. Transferability: Terms governing assignment or transfer of the loan or conversion rights
12. Notices: Process for formal communications between parties
13. Confidentiality: Obligations regarding confidential information
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
15. Execution: Signature blocks and execution formalities
1. Security: Terms of any security provided for the loan - include if the loan is secured
2. Guarantee: Terms of any guarantee provided - include if there are guarantors
3. Information Rights: Additional information rights for the lender - include for sophisticated investors
4. Board Observer Rights: Rights to attend board meetings - include if negotiated by institutional lenders
5. Pre-emption Rights: Rights to participate in future funding rounds - include if agreed
6. Tag-Along Rights: Rights to participate in sale of shares - include for larger investments
7. Most Favored Nation: Protection against better terms being offered to other lenders - include for early-stage investments
8. Anti-dilution Protection: Protection against dilution in certain circumstances - include if negotiated
1. Loan Details: Detailed terms of the loan including amount, interest rate, and key dates
2. Conversion Terms: Detailed mechanics of conversion, including valuation formula and share class rights
3. Form of Conversion Notice: Template notice for exercising conversion rights
4. Warranties: Detailed company warranties
5. Cap Table: Current and post-conversion capitalization table
6. Deed of Adherence: Form of deed to be signed upon conversion to adhere to shareholders' agreement
7. Conditions Precedent: List of conditions to be satisfied before drawdown
8. Security Documents: Forms of any security documents (if applicable)
Relevant legal definitions
Advance
Agreement
Board
Business Day
Company
Completion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Deed of Adherence
Drawdown Date
Drawdown Notice
Encumbrance
Event of Default
Exit Event
Fully Diluted Share Capital
Group
Interest Payment Date
Interest Rate
Investment Amount
Lender
Loan
Loan Amount
Long Stop Date
Material Adverse Change
Maturity Date
New Shares
Ordinary Shares
Qualified Financing
Qualified Financing Round
Redemption Notice
Repayment Date
Security
Shareholders' Agreement
Shares
Subsidiaries
Valuation Cap
Warranties
Agreement
Board
Business Day
Company
Completion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Deed of Adherence
Drawdown Date
Drawdown Notice
Encumbrance
Event of Default
Exit Event
Fully Diluted Share Capital
Group
Interest Payment Date
Interest Rate
Investment Amount
Lender
Loan
Loan Amount
Long Stop Date
Material Adverse Change
Maturity Date
New Shares
Ordinary Shares
Qualified Financing
Qualified Financing Round
Redemption Notice
Repayment Date
Security
Shareholders' Agreement
Shares
Subsidiaries
Valuation Cap
Warranties
Clauses
Interpretation
Loan Facility
Purpose
Drawdown
Interest
Repayment
Conversion Rights
Security
Representations and Warranties
Covenants
Information Rights
Events of Default
Acceleration
Assignment and Transfer
Confidentiality
Anti-Money Laundering
Data Protection
Costs and Expenses
Notices
Amendment and Waiver
Severability
Entire Agreement
Force Majeure
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Most Favored Nation
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Board Appointment Rights
Anti-dilution Protection
Change of Control
Subordination
Loan Facility
Purpose
Drawdown
Interest
Repayment
Conversion Rights
Security
Representations and Warranties
Covenants
Information Rights
Events of Default
Acceleration
Assignment and Transfer
Confidentiality
Anti-Money Laundering
Data Protection
Costs and Expenses
Notices
Amendment and Waiver
Severability
Entire Agreement
Force Majeure
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Most Favored Nation
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Board Appointment Rights
Anti-dilution Protection
Change of Control
Subordination
Relevant Industries
Technology
Software Development
Biotechnology
Fintech
Healthcare
Renewable Energy
E-commerce
Digital Media
Manufacturing
Professional Services
Retail
Real Estate
Agricultural Technology
Educational Technology
Clean Technology
Relevant Teams
Legal
Finance
Corporate Development
Treasury
Executive Leadership
Investment
Compliance
Company Secretariat
Risk Management
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Finance Director
Investment Manager
Corporate Lawyer
Investment Director
Company Secretary
Financial Controller
Venture Capital Partner
Investment Analyst
Corporate Development Manager
Treasury Manager
Legal Counsel
Investment Associate
Business Development Director
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