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Convertible Debt Agreement
"I need a Convertible Debt Agreement for my Nigerian technology startup to secure a $500,000 investment from a US-based venture capital firm, with a 5% interest rate and automatic conversion upon reaching a Series A funding round by March 2025."
1. Parties: Identification of the lender(s) and borrower company, including registration details as required by Nigerian law
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement, including financial and technical terms
4. Loan Amount and Terms: Principal amount, interest rate, maturity date, and payment terms
5. Conversion Rights: Terms and conditions under which the debt can be converted to equity, including conversion price and mechanics
6. Conversion Price Adjustments: Mechanisms for adjusting conversion price based on corporate actions or events
7. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance with laws
8. Covenants: Ongoing obligations of the borrower company during the term of the loan
9. Events of Default: Circumstances constituting default and consequences thereof
10. Conversion Procedures: Detailed process for executing the conversion from debt to equity
11. Information Rights: Lender's rights to receive company information and financial statements
12. Assignment and Transfer: Terms governing the transfer of the convertible debt instrument
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. Notices: Process for formal communications between parties
15. Boilerplate Provisions: Standard legal provisions including severability, entire agreement, and amendments
1. Security: Terms of any security or collateral for the loan, used when the debt is secured
2. Board Observer Rights: Rights of lender to observe board meetings, included for larger investments
3. Pre-emptive Rights: Rights of lender to participate in future funding rounds, included for strategic investors
4. Tag-Along Rights: Rights of lender to join in sale of company shares, included for significant investments
5. Foreign Investment Provisions: Additional provisions required when lender is a foreign entity
6. Multiple Closings: Provisions for tranched investment structure, used in staged investments
7. Most Favored Nation: Provisions ensuring lender gets best terms offered to other investors, used for early-stage investments
1. Schedule A - Conversion Notice: Form of notice to be used when exercising conversion rights
2. Schedule B - Cap Table: Current and post-conversion capitalization table of the company
3. Schedule C - Corporate Information: Details of company registration, directors, and share capital
4. Schedule D - Financial Statements: Recent financial statements of the borrower company
5. Schedule E - Calculation of Conversion Price: Detailed methodology for calculating conversion price
6. Schedule F - Required Consents: List of required regulatory and corporate approvals
7. Appendix 1 - Board Resolution: Copy of board resolution approving the convertible debt issuance
8. Appendix 2 - Shareholders' Resolution: Copy of shareholders' resolution if required under articles
Authors
Affiliate
Articles of Association
Board
Business Day
CAC
CAMA
Change of Control
Completion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Corporate Event
Default Interest Rate
Disclosure Letter
Drawdown Date
Encumbrance
Event of Default
Exit Event
Financial Year
Fully Diluted Share Capital
Group
Interest Payment Date
Interest Rate
IPO
Loan Amount
Material Adverse Change
Maturity Date
Naira
Next Equity Financing
Ordinary Shares
Pre-money Valuation
Principal Amount
Qualified Financing
Regulatory Approvals
Repayment Date
SEC
Security
Share Capital
Shareholders Agreement
Subscription Price
Subsidiary
Transaction Documents
Valuation Cap
Warrant
Interest
Repayment
Security
Conversion Rights
Anti-dilution
Information Rights
Representations and Warranties
Covenants
Events of Default
Remedies
Assignment
Confidentiality
Board Rights
Pre-emptive Rights
Tag-along Rights
Most Favored Nation
Regulatory Compliance
Change of Control
Exit Rights
Notices
Amendment
Governing Law
Dispute Resolution
Force Majeure
Termination
Indemnification
Further Assurance
Costs and Expenses
Severability
Entire Agreement
Counterparts
Technology
Financial Services
Healthcare
E-commerce
Agriculture
Manufacturing
Renewable Energy
Education Technology
Telecommunications
Real Estate
Media and Entertainment
Transportation and Logistics
Retail
Professional Services
Legal
Finance
Corporate Development
Investment
Compliance
Treasury
Corporate Secretariat
Risk Management
Executive Leadership
Board of Directors
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Corporate Lawyer
Finance Director
Company Secretary
Investment Analyst
Venture Capital Associate
Private Equity Manager
Corporate Finance Manager
Business Development Director
Startup Founder
Managing Director
Investment Director
Compliance Officer
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