Convertible loan note instrument—private M&A—share purchase

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Convertible loan note instrument—private M&A—share purchase
  • Background:
  • 1 Definitions and Interpretation
  • 2 Description, Issue and Form of Notes
  • 3 Ranking
  • 4 Principal Amount
  • 5 Repayment
  • 6 Conversion Rights
  • 7 Interest
  • 8 Register
  • More...

Convertible loan note instrument—private M&A—share purchase

This Instrument is dated [insert date] 20[insert year]

Parties

  1. 1

    [Insert name of issuing company] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Issuer)

Background:

The Issuer has resolved to create up to a maximum nominal amount of £[insert amount] [insert rate]% convertible[ subordinated] redeemable Loan Notes to be constituted as set out in this document.

It is agreed as follows:

    1. 1

      Definitions and Interpretation

      1. 1.1

        In this Instrument, unless the context otherwise requires the following expressions shall have the following meanings:

        Business Day

        1. means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London;

        Certificate

        1. means the certificate in the form set out in Schedule 3;

        Conditions

        1. means the conditions set out in Schedule 1 as amended from time to time in accordance with this document;

        Default Event

        1. means any of the events specified in clause 11;

        Encumbrance

        1. means any mortgage, claim, charge, pledge, lien, hypothecation, guarantee, right of set-off, trust, assignment, right of first refusal, right of pre-emption, option, restriction or other encumbrance or any legal or equitable third party right or interest including any security interest of any kind (or any like agreement or arrangement creating any of the same or having similar effect);

        Group

        1. means the Issuer and each Holding

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