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Convertible Loan Stock Agreement
"I need a Convertible Loan Stock Agreement for my Dubai-based technology startup to secure AED 5 million in funding, with conversion rights triggering at a company valuation of AED 50 million or upon an IPO, and the agreement must be Sharia-compliant."
1. Parties: Identification of the Issuer (Company), the Loan Stock Holder(s), and any other relevant parties such as security trustee if applicable
2. Background: Context of the agreement, including the company's intention to issue convertible loan stock and the investor's intention to subscribe
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Subscription and Issue: Terms of subscription, payment obligations, and conditions for the issue of the convertible loan stock
5. Interest and Repayment: Interest rate, calculation method, payment dates, and repayment terms of the loan stock
6. Conversion Rights: Detailed terms of conversion, including conversion price, period, mechanism, and resulting shares
7. Company Warranties and Undertakings: Company's representations, warranties, and ongoing obligations
8. Loan Stock Holder Warranties: Investor's representations and warranties regarding their status and investment capacity
9. Security: Details of any security or guarantees provided for the loan stock
10. Events of Default: Circumstances constituting default and consequences thereof
11. Transfer Restrictions: Limitations and conditions on the transfer of the loan stock
12. Notices: Process and requirements for serving notices under the agreement
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Islamic Finance Compliance: Required if the agreement needs to be Sharia-compliant, including specific structures and terminology
2. Tag-Along Rights: Optional section for protecting minority investors in case of a company sale
3. Anti-dilution Provisions: Protection mechanisms for loan stock holders against dilution of their potential equity stake
4. Information Rights: Additional rights for loan stock holders to receive company information
5. Board Observer Rights: Rights of loan stock holders to appoint observers to board meetings
6. Pre-emptive Rights: Rights of loan stock holders to participate in future funding rounds
7. Regulatory Compliance: Specific provisions required for compliance with UAE free zone regulations if applicable
1. Schedule 1 - Form of Conversion Notice: Template notice for exercising conversion rights
2. Schedule 2 - Conversion Mechanics: Detailed technical procedures for implementing the conversion
3. Schedule 3 - Company Warranties: Comprehensive list of company warranties
4. Schedule 4 - Conditions Precedent: List of conditions to be satisfied before completion
5. Schedule 5 - Certificate of Loan Stock: Form of certificate to be issued representing the loan stock
6. Schedule 6 - Deed of Adherence: Form of deed for new loan stock holders to accede to the agreement
7. Appendix A - Corporate Information: Key corporate details including capital structure and existing securities
8. Appendix B - Calculation Examples: Examples of interest calculations and conversion calculations
Authors
Adjustment Event
Business Day
Certificate
Change of Control
Completion
Conditions Precedent
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Deed of Adherence
Directors
Encumbrance
Event of Default
Exit Event
Financial Year
Group
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Loan Stock
Loan Stock Certificate
Loan Stock Holder
Loan Stock Register
Material Adverse Change
Maturity Date
New Securities
Ordinary Shares
Permitted Transferee
Principal Amount
Qualified Financing
Redemption Date
Redemption Notice
Register
Regulatory Authority
Relevant Indebtedness
Security
Security Documents
Shareholder
Subscription Amount
Subsidiary
UAE
Warranties
Payment Terms
Interest
Repayment
Security
Conversion Rights
Anti-dilution Protection
Warranties and Representations
Covenants
Information Rights
Default
Remedies
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Rights
Confidentiality
Assignment
Notices
Amendment
Waiver
Severability
Further Assurance
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Regulatory Compliance
Islamic Finance Compliance
Share Capital
Termination
Costs and Expenses
Technology
Financial Services
Real Estate
Healthcare
E-commerce
Manufacturing
Renewable Energy
Professional Services
Construction
Telecommunications
Retail
Hospitality
Education
Transportation
Media and Entertainment
Legal
Finance
Corporate Development
Treasury
Compliance
Risk Management
Executive Leadership
Board of Directors
Investment
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Finance Manager
Legal Counsel
Company Secretary
Finance Director
Investment Manager
Compliance Officer
Board Director
Managing Director
Corporate Development Manager
Treasury Manager
Risk Manager
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