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Convertible Debt Agreement Template for Ireland

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Key Requirements PROMPT example:

Convertible Debt Agreement

"I need a Convertible Debt Agreement under Irish law for my tech startup, with a €500,000 investment amount, 8% interest rate, and automatic conversion on a qualifying round of €2 million or more, including a 20% discount on conversion."

Document background
The Convertible Debt Agreement is a sophisticated financing instrument used when companies seek to raise capital while deferring equity valuation discussions. This document, governed by Irish law, provides a framework for investors to initially lend money to a company with the right to convert that debt into equity shares at a later date, typically during a qualifying financing round or exit event. It is particularly valuable for early-stage companies and scale-ups that need immediate funding but want to postpone complex valuation negotiations. The agreement includes essential provisions for protecting both investor and company interests, incorporating specific requirements under Irish financial regulations and company law, and typically features conversion triggers, valuation caps, and discount mechanisms.
Suggested Sections

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

2. Background: Recitals explaining the purpose of the agreement and the parties' intentions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. The Loan: Principal amount, interest rate, and basic terms of the loan

5. Drawdown: Conditions precedent and mechanics for drawing down the loan

6. Interest: Interest calculation, payment dates, and default interest provisions

7. Repayment and Prepayment: Terms for repayment and any early repayment provisions

8. Conversion Rights: Conversion mechanism, timing, price, and procedures

9. Conversion Price Adjustments: Anti-dilution provisions and adjustment mechanisms

10. Company Warranties and Undertakings: Company representations, warranties, and ongoing obligations

11. Events of Default: Circumstances constituting default and consequences

12. Transferability: Rights and restrictions on transfer of the convertible debt

13. Notices: Process for giving formal notices under the agreement

14. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions

Optional Sections

1. Security: Required if the convertible debt is to be secured against company assets

2. Subordination: Needed if the debt is to be subordinated to other company borrowings

3. Tag-Along Rights: Optional protection for lenders in case of company sale

4. Information Rights: Additional information rights for lenders beyond statutory requirements

5. Board Observer Rights: Rights for lenders to appoint board observers

6. Most Favored Nation: Protection ensuring lenders get best terms if company issues other convertible debt

7. Pre-emptive Rights: Rights for lenders to participate in future funding rounds

Suggested Schedules

1. Schedule 1 - Conditions Precedent: List of documents and conditions required before drawdown

2. Schedule 2 - Form of Drawdown Notice: Template for requesting drawdown of the loan

3. Schedule 3 - Conversion Notice: Template for exercising conversion rights

4. Schedule 4 - Cap Table: Current and post-conversion capitalization table

5. Schedule 5 - Company Warranties: Detailed company warranties

6. Schedule 6 - Deed of Adherence: Form for new lenders to join the agreement

7. Schedule 7 - Conversion Mechanics: Detailed technical procedures for conversion

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




















































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Relevant Industries

Technology

Software

Biotechnology

Financial Services

Healthcare

Clean Energy

E-commerce

Manufacturing

Media and Entertainment

Professional Services

Real Estate

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Risk Management

Compliance

Investment

Executive Leadership

Company Secretariat

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Finance Director

Investment Manager

Corporate Lawyer

Company Secretary

Investment Director

Venture Capital Partner

Financial Controller

Treasury Manager

Legal Counsel

Investment Analyst

Corporate Development Manager

Risk Manager

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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