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Convertible Note Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Convertible Note Purchase Agreement

"I need a Convertible Note Purchase Agreement under Irish law for my Dublin-based tech startup to raise €500,000 from three angel investors, with a 20% conversion discount and 18-month maturity date, including pre-emptive rights for existing shareholders."

Document background
The Convertible Note Purchase Agreement is a critical financing instrument commonly used by early-stage companies in Ireland seeking to raise capital while deferring company valuation. This document is typically employed when a company needs interim financing before a priced equity round, offering investors the opportunity to convert their investment into equity at a later date, usually with a discount to the next qualified financing round. The agreement must comply with Irish company law and financial regulations, particularly the Companies Act 2014 and relevant securities laws. It includes essential terms such as conversion rights, interest rates, maturity dates, and investor protections, while also addressing specific Irish legal requirements regarding security instruments and corporate governance. This type of agreement is particularly valuable for startups and growth companies as it provides flexibility in fundraising while protecting both company and investor interests.
Suggested Sections

1. Parties: Identification of the Company (Issuer) and the Purchaser(s) of the convertible notes

2. Background: Recitals explaining the context and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Purchase and Sale of Notes: Core terms of the note purchase, including purchase price and closing mechanics

5. Conversion Rights: Terms governing the conversion of notes into equity, including trigger events and conversion price

6. Representations and Warranties of the Company: Company's statements regarding its legal status, authority, and business condition

7. Representations and Warranties of the Purchasers: Purchasers' statements regarding their authority and investment sophistication

8. Covenants: Ongoing obligations of the Company during the term of the notes

9. Events of Default: Circumstances constituting default and corresponding remedies

10. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Multiple Closing Provisions: Required when the note purchase will occur in multiple tranches or closings

2. Information Rights: Additional provisions granting investors rights to receive company financial information

3. Board Observer Rights: Provisions granting investors the right to observe board meetings

4. Pre-emptive Rights: Rights of investors to participate in future financing rounds

5. Most Favored Nation Provision: Ensures investors receive the benefit of any better terms offered to subsequent investors

6. Registration Rights: Rights related to the registration of converted shares for public trading (relevant if US investors involved)

7. Tax Provisions: Specific tax-related provisions required for cross-border investments or specific tax treatments

Suggested Schedules

1. Form of Convertible Promissory Note: The actual form of the note instrument to be issued

2. Capitalization Table: Current capital structure of the Company

3. Disclosure Schedule: Exceptions to the Company's representations and warranties

4. Investment Amounts: Schedule of purchasers and their respective investment amounts

5. Company Resolutions: Corporate resolutions authorizing the note issuance

6. Conversion Mechanics: Detailed calculations and examples of conversion scenarios

7. Key Terms Summary: Summary of principal financial and commercial terms of the notes

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

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Relevant Industries

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Relevant Roles

Chief Executive Officer

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