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Promissory Note Conversion Agreement
"I need a Promissory Note Conversion Agreement to convert a £500,000 promissory note issued to an angel investor into Series A preferred shares, with the conversion to take place on March 15, 2025, including standard anti-dilution protections."
1. Parties: Identifies and defines the parties to the agreement
2. Background: Details of the original promissory note and circumstances leading to conversion
3. Definitions: Key terms used throughout the agreement
4. Conversion Terms: Specific terms of converting the promissory note, including conversion price and timing
5. Conditions Precedent: Conditions that must be met before conversion can occur
6. Representations and Warranties: Statements of fact by both parties
7. Governing Law and Jurisdiction: Specifies applicable law and courts
1. Anti-dilution Provisions: Protection against share dilution, used when converting to equity
2. Tax Provisions: Handling of tax implications of conversion
3. Registration Rights: Rights regarding registration of converted securities
1. Original Promissory Note: Copy of the original promissory note being converted
2. Conversion Calculations: Detailed calculations showing conversion methodology
3. Form of Notice: Template for conversion notice
4. Corporate Authorizations: Copies of relevant board and shareholder resolutions
Authors
Business Day
Closing
Completion
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rate
Conversion Rights
Converted Securities
Effective Date
Encumbrance
Event of Default
Existing Securities
Governmental Authority
Interest
Issue Price
Law
Material Adverse Effect
Maturity Date
Note
Original Principal Amount
Outstanding Amount
Parties
Principal
Promissory Note
Securities
Shares
Taxes
Transaction Documents
Transfer
Valuation
Working Day
Conversion Rights
Conversion Mechanics
Conversion Price
Conditions Precedent
Representations and Warranties
Covenants
Anti-dilution Protection
Default
Interest
Security
Assignment and Transfer
Notices
Calculations
Amendments and Waivers
Confidentiality
Further Assurance
Costs and Expenses
Set-off
Severability
Counterparts
Third Party Rights
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
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