Convertible Note Agreement Template for Ireland

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Key Requirements PROMPT example:

Convertible Note Agreement

"I need a Convertible Note Agreement under Irish law for a €500,000 investment in my SaaS startup, with a 20% discount rate, 18-month maturity ending June 2025, and a €5M valuation cap, including standard information rights and board observer rights for investors."

Document background
The Convertible Note Agreement is a fundamental financing instrument in the Irish startup ecosystem, commonly used when companies need to raise capital quickly without establishing a firm valuation. This document type is particularly valuable during bridge financing rounds or when traditional equity financing may be premature or impractical. The agreement includes essential terms such as conversion triggers (typically qualified financing rounds, sale events, or maturity), valuation caps, discount rates, and interest terms, all structured to comply with Irish corporate and securities laws. It appeals to both companies seeking flexible financing options and investors wanting potential equity upside while maintaining the security of a debt instrument. The document must carefully balance the interests of both parties while ensuring compliance with the Companies Act 2014 and relevant financial services regulations.
Suggested Sections

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

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

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

4. Subscription and Issuance: Terms of note subscription, payment and issuance

5. Interest: Interest rate, calculation method, and payment terms

6. Conversion Rights: Conditions and mechanics for converting notes to equity

7. Conversion Price: Determination of conversion price including any discounts or caps

8. Maturity and Repayment: Maturity date and repayment terms

9. Company Covenants: Company's obligations and restrictions during note term

10. Events of Default: Circumstances constituting default and consequences

11. Transferability: Terms governing transfer of notes

12. Notices: Communication requirements and methods

13. Governing Law and Jurisdiction: Irish law governance and jurisdiction provisions

Optional Sections

1. Security: Include when notes are secured by company assets

2. Subordination: Include when notes need to be subordinated to other debt

3. Information Rights: Include for enhanced investor information rights

4. Pre-emptive Rights: Include when noteholders get rights in future funding rounds

5. Board Observer Rights: Include when noteholders receive board observation rights

6. Most Favored Nation: Include to protect against better terms in future note issuances

7. Tax Provisions: Include detailed tax provisions for complex tax situations

Suggested Schedules

1. Form of Conversion Notice: Standard form for noteholders to exercise conversion rights

2. Note Certificate: Form of certificate evidencing the convertible note

3. Calculation of Conversion Price: Detailed mechanics and examples of conversion price calculations

4. Warranties: Company's representations and warranties

5. Cap Table: Current and post-conversion capitalization table

6. Subscription Details: Details of note amounts, subscribers, and payment instructions

Authors

Alex Denne

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

Relevant legal definitions
Relevant Industries

Technology

Biotechnology

Financial Services

Healthcare

Clean Energy

E-commerce

Software Development

Medical Devices

Artificial Intelligence

Manufacturing

Consumer Products

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Executive Leadership

Investment

Compliance

Company Secretariat

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Investment Manager

Corporate Lawyer

Finance Director

Company Secretary

Investment Director

Venture Capital Associate

Corporate Development Manager

Treasury Manager

Financial Controller

Legal Counsel

Investment Analyst

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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