Loan note instrument—private M&A—share purchase

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

  • 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 Interest
  • 7 Register
  • 8 Certificates
  • More...

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 value] [insert rate]% [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 10;

        Group

        1. means the Issuer and each Holding Company and Subsidiary of the Issuer;

        Holding Company

        1. means [a holding company as defined in section 1159 Companies Act 2006 OR a parent undertaking as defined in section 1162 Companies Act 2006];

        Insolvency Event

        1. means any one or more of the following:

          1. (a)

            the Issuer [or any other material company in the Group] is insolvent or unable to pay its debts (as defined

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