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Note Subscription Agreement Template for Ireland

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Key Requirements PROMPT example:

Note Subscription Agreement

"I need a straightforward Note Subscription Agreement for a €500,000 unsecured note issuance by my Irish technology company to a single institutional investor, with a fixed interest rate and maturity date of March 15, 2025."

Document background
The Note Subscription Agreement is a crucial document used in debt financing transactions under Irish law, typically when a company wishes to raise capital by issuing debt securities (notes) to investors. It serves as the primary agreement governing the relationship between the Issuer and Subscriber(s), detailing the terms of the note issuance, subscription process, and ongoing obligations of all parties. The document ensures compliance with Irish regulatory requirements, including the Companies Act 2014 and relevant securities regulations. This agreement is particularly important for structured finance transactions, corporate funding rounds, and private placements, providing a legally robust framework for debt investments while addressing key aspects such as security arrangements, payment terms, and transfer restrictions.
Suggested Sections

1. Parties: Identification of the Issuer and the Subscriber(s)

2. Background: Context of the note issuance and purpose of the agreement

3. Definitions and Interpretation: Defined terms and interpretation rules

4. Subscription and Issue: Core terms of the note subscription, including amount, price, and issue date

5. Conditions Precedent: Conditions that must be satisfied before subscription completion

6. Closing: Mechanics and requirements for completion of the subscription

7. Note Terms: Key terms of the notes including interest, maturity, and redemption rights

8. Representations and Warranties: Standard representations by both Issuer and Subscriber

9. Covenants: Ongoing obligations of the Issuer

10. Events of Default: Circumstances constituting default and consequences

11. Transfer Restrictions: Limitations on transfer of notes and required procedures

12. Tax Matters: Tax-related provisions and obligations

13. Confidentiality: Confidentiality obligations and permitted disclosures

14. Notices: Communication procedures between parties

15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments

Optional Sections

1. Security: Required if the notes are secured by any assets or guarantees

2. Multiple Closings: Required if the notes are to be issued in multiple tranches

3. Subordination: Required if the notes are subordinated to other debt

4. Registration Rights: Required if subscribers have rights to register their notes for public trading

5. Conversion Rights: Required if the notes are convertible into equity

6. Information Rights: Required if subscribers are entitled to specific financial or other information

7. Co-Sale Rights: Required if subscribers have rights to participate in future sales

8. Regulatory Compliance: Required for specific regulatory regimes (e.g., if notes qualify as securities)

Suggested Schedules

1. Form of Note: Template of the actual note certificate or instrument

2. Subscription Details: Details of subscribers, subscription amounts, and payment instructions

3. Conditions Precedent Documents: List of required closing documents and deliverables

4. Security Documents: If secured notes, details of security arrangements and collateral

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

6. Know Your Customer Requirements: AML and due diligence requirements for subscribers

7. Note Terms and Conditions: Detailed terms and conditions of the notes

8. Form of Accession Deed: Template for new subscribers joining the agreement

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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