The Convertible Loan Note Agreement is a key financing instrument in the Swiss business landscape, particularly utilized by startups and growth companies seeking flexible funding solutions. This document type bridges the gap between traditional debt financing and equity investment, offering investors the security of a loan with the potential upside of equity participation. It is particularly valuable in situations where company valuation may be premature or challenging to determine. The agreement, governed by Swiss law, typically includes comprehensive provisions covering loan terms, interest calculations, conversion triggers (such as qualified financing rounds or exits), and conversion price mechanisms. The document must comply with Swiss corporate law requirements, particularly regarding share capital regulations and corporate governance. It's commonly used in seed rounds, bridge financing, and interim funding situations, offering both parties the flexibility to structure the investment in a tax-efficient manner while protecting their respective interests.
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1. Parties: Identification of the lender(s) and borrower, including full legal names and addresses
2. Background: Context of the agreement, including the borrower's business and purpose of the loan
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Loan Amount and Drawdown: Specification of the loan amount, currency, and drawdown conditions
5. Interest: Interest rate, calculation method, and payment terms
6. Conversion Rights: Terms and conditions under which the loan can be converted into equity
7. Conversion Price and Mechanics: Detailed provisions on conversion price calculation and the process of conversion
8. Representations and Warranties: Standard representations and warranties from both parties
9. Undertakings: General and specific obligations of the borrower during the loan term
10. Events of Default: Circumstances constituting default and consequences
11. Taxes and Expenses: Allocation of tax liabilities and transaction expenses
12. Assignment and Transfer: Provisions regarding transferability of the loan note
13. Notices: Communication requirements and contact details
14. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction provisions
1. Security: If the loan is secured, details of the security package and ranking
2. Information Rights: Additional information rights for lenders, particularly relevant for larger investments
3. Anti-dilution Protection: Provisions protecting the conversion rights from dilution, used in more sophisticated transactions
4. Tag-Along Rights: Rights of lenders to participate in future share sales, typically in venture capital contexts
5. Board Observer Rights: Rights of lenders to appoint board observers, common in larger investments
6. Subordination: If the loan is subordinated to other debt, detailed subordination provisions
7. Guarantee: If the loan is guaranteed by a third party, guarantee provisions
1. Drawdown Notice: Form of notice for requesting drawdown of the loan
2. Conversion Notice: Form of notice for exercising conversion rights
3. Calculation of Conversion Price: Detailed methodology and examples of conversion price calculations
4. Corporate Structure: Current corporate structure of the borrower, including share capital
5. Existing Indebtedness: Schedule of borrower's existing debt and financial obligations
6. Form of New Shareholders' Agreement: Draft shareholders' agreement to be entered into upon conversion
7. Key Terms of Shares: Details of the rights attached to shares issued upon conversion
Relevant legal definitions
Clauses
Relevant Industries
Technology
Biotechnology
Fintech
Healthcare
Clean Energy
Software Development
E-commerce
Manufacturing
Professional Services
Media and Entertainment
Agriculture Technology
Real Estate Technology
Educational Technology
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Executive Leadership
Investment
Treasury
Compliance
Corporate Secretariat
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Financial Controller
Company Secretary
Business Development Director
Investment Analyst
Corporate Development Manager
Board Member
Finance Director
Startup Founder
Legal Counsel
Investment Director
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