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Conversion Agreement
"I need a Swiss law Conversion Agreement for converting USD 5 million of outstanding debt into equity shares of our technology startup, with the conversion to be completed by March 2025 and including standard tax provisions."
1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details
2. Background: Context of the conversion, including current status and reason for conversion
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Conversion: Clear description of what is being converted (e.g., debt to equity, corporate form change)
5. Conversion Terms: Specific terms and conditions of the conversion, including conversion ratio or methodology
6. Effective Date: Specification of when the conversion takes effect
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Pre-Conversion Conditions: Conditions that must be met before the conversion can take place
9. Implementation: Steps to be taken to effect the conversion
10. Tax Provisions: Treatment of tax implications and responsibilities
11. Costs and Expenses: Allocation of costs related to the conversion
12. Notices: Communication requirements and contact details
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.
1. Employee Matters: Required when conversion affects employment relationships or contracts
2. Intellectual Property: Needed when IP rights are affected by the conversion
3. Real Estate Provisions: Required when real property interests are involved in the conversion
4. Regulatory Approvals: Necessary when conversion requires specific regulatory clearances
5. Third Party Consents: Required when third party agreements are affected by the conversion
6. Post-Conversion Obligations: Specific obligations that arise after the conversion is complete
7. Security Arrangements: Required when conversion involves secured obligations or assets
1. Schedule 1 - Conversion Calculations: Detailed calculations showing conversion ratios or valuations
2. Schedule 2 - Assets and Liabilities: Complete list of assets and liabilities subject to conversion
3. Schedule 3 - Corporate Documents: Relevant corporate resolutions and certificates
4. Schedule 4 - Timetable: Detailed timeline for implementation of the conversion
5. Appendix A - Form of Notice: Template for required notices related to the conversion
6. Appendix B - Required Filings: List of all necessary regulatory and commercial register filings
7. Appendix C - Closing Checklist: List of all documents and actions required for completion
Authors
Applicable Law
Business Day
Commercial Register
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Amount
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rate
Conversion Rights
Converting Entity
Corporate Documents
Effective Date
Encumbrance
Event of Default
Existing Rights
Financial Statements
FinfraG
FINMA
Governmental Authority
Implementation Steps
Long Stop Date
Material Adverse Change
New Rights
Notary
Party/Parties
Pre-Conversion Period
Receiving Entity
Regulatory Approvals
Relevant Period
Securities
Security Interest
Swiss Code of Obligations
Swiss Merger Act
Tax Authority
Transaction Documents
Valuation
Valuation Date
Working Day
Conversion Terms
Conversion Mechanics
Conditions Precedent
Representations and Warranties
Covenants
Implementation
Completion
Tax Provisions
Regulatory Compliance
Registration Requirements
Confidentiality
Warranties
Indemnification
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Waiver
Notices
Further Assurance
Costs and Expenses
Counterparts
Third Party Rights
Time of Essence
Governing Law
Jurisdiction
Dispute Resolution
Authority
Due Diligence
Documentation
Termination
Survival
Stamp Duty
Commercial Register
Post-Completion Obligations
Financial Services
Banking
Investment Management
Private Equity
Corporate Services
Real Estate
Manufacturing
Technology
Healthcare
Professional Services
Energy
Infrastructure
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Risk Management
Corporate Development
Board Secretariat
Investor Relations
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Investment Manager
Restructuring Officer
Tax Director
Compliance Officer
Corporate Development Director
Treasury Manager
Managing Director
Board Member
General Counsel
Financial Controller
Risk Manager
Find the exact document you need
Conversion Agreement
A Swiss law agreement governing the transformation of business interests or obligations, detailing conversion terms and implementation requirements.
Convertible Note Contract
A Swiss law financing agreement where investors provide funds as a loan convertible to equity shares, structured under Swiss Code of Obligations requirements.
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