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.
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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
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
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
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