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Convertible Bond Agreement Template for Ireland

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Key Requirements PROMPT example:

Convertible Bond Agreement

"I need a Convertible Bond Agreement for my Irish technology company to raise €5 million, with a 5% annual interest rate, convertible at the bondholder's option after March 2025 at a 20% premium to our last funding round valuation, including standard anti-dilution protections."

Document background
The Convertible Bond Agreement is a sophisticated financing instrument used when companies seek to raise capital while offering investors the potential upside of equity participation. This document is particularly relevant for growth-stage companies in Ireland looking to attract investment without immediate equity dilution, or for established companies seeking to optimize their capital structure. The agreement must comply with Irish corporate law, particularly the Companies Act 2014, and relevant EU regulations. It typically includes detailed provisions on bond terms, conversion mechanics, adjustment provisions, and investor protections. This type of agreement is commonly used in scenarios where companies need substantial capital for expansion, acquisition, or operational scaling, while investors seek the security of debt with potential equity upside.
Suggested Sections

1. Parties: Identifies the issuing company and the initial bondholder(s) or trustee

2. Background: Recitals explaining the context and purpose of the bond issuance

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Bond Issuance and Status: Details of the bonds being issued, including principal amount, denomination, and ranking

5. Interest: Interest rate, calculation methods, payment dates and interest payment mechanics

6. Conversion Rights: Core terms regarding the right to convert bonds into shares, including conversion price and period

7. Conversion Procedures: Detailed mechanics of how conversion is exercised and implemented

8. Adjustment of Conversion Price: Circumstances and formulae for adjusting the conversion price

9. Payments: Mechanics for making payments of principal and interest

10. Events of Default: Circumstances constituting default and consequences

11. Covenants: Issuer's ongoing obligations and restrictions

12. Representations and Warranties: Standard statements of fact and law by the issuer

13. Meetings of Bondholders: Procedures for bondholder meetings and collective decision-making

14. Notices: Requirements for giving valid notices under the agreement

15. Assignment and Transfer: Rules regarding transfer of bonds and related rights

16. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Security: Include when bonds are secured against specific assets

2. Trustee Provisions: Required when a trustee structure is used for the bond issuance

3. Tax Gross-Up: Include when issuer agrees to gross up payments for withholding taxes

4. Registration Rights: Include when converted shares may need registration for trading

5. Anti-dilution Provisions: Enhanced provisions beyond standard adjustment mechanisms

6. Redemption at the Option of Bondholders: Include when bondholders have put options

7. US Securities Law Compliance: Include when US investors are involved

8. Sustainability-Linked Provisions: Include for green or sustainability-linked convertible bonds

Suggested Schedules

1. Form of Bond Certificate: Template for physical bond certificates if issued

2. Conversion Notice: Form of notice to be used when exercising conversion rights

3. Adjustment Events and Calculations: Detailed mathematical formulae for conversion price adjustments

4. Terms and Conditions: Detailed terms of the bonds, often included as a separate schedule

5. Form of Transfer Certificate: Template for transferring bonds to new holders

6. Meetings Provisions: Detailed procedures for bondholder meetings

7. Form of Directors' Certificate: Template for compliance certificates

8. Anti-Money Laundering Requirements: Required documentation for AML compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions































































Clauses

































Relevant Industries

Technology

Renewable Energy

Life Sciences

Financial Services

Real Estate

Manufacturing

Healthcare

E-commerce

Infrastructure

Telecommunications

Software

Biotechnology

Clean Technology

Digital Media

Professional Services

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Compliance

Risk Management

Corporate Secretariat

Board of Directors

Investment Committee

Capital Markets

Corporate Finance

Investor Relations

Relevant Roles

Chief Financial Officer

Finance Director

Corporate Treasurer

Legal Counsel

Company Secretary

Investment Manager

Corporate Finance Manager

Financial Controller

Compliance Officer

Risk Manager

Investment Banker

Bond Trustee

Portfolio Manager

Private Equity Manager

Venture Capital Director

Corporate Development Manager

Board Director

Chief Executive Officer

Chief Legal Officer

Investment Director

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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