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Conversion Agreement
"Need a Conversion Agreement to convert Series A preferred shares held by our venture capital investor into ordinary shares, with the conversion to take place on March 15, 2025, and including anti-dilution protection provisions."
1. Parties: Identification of all parties involved in the conversion
2. Background: Context and purpose of the conversion agreement
3. Definitions: Key terms used throughout the agreement
4. Conversion Terms: Specific terms and mechanics of the conversion
5. Consideration: Details of any payment or consideration for the conversion
6. Conditions Precedent: Conditions that must be satisfied before conversion
7. Completion: Process and timing for completing the conversion
8. Representations and Warranties: Statements of fact and assurances from each party
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Anti-dilution Provisions: Protection against dilution of converted securities, included when converting securities with potential future dilution risks
2. Tag-along Rights: Rights of minority shareholders to join in share sales, included when protecting minority shareholder interests
3. Foreign Investment Provisions: Compliance with foreign ownership restrictions, included when foreign investors are involved
4. Regulatory Compliance: Specific provisions for compliance with MAS or SGX requirements, included when financial institutions or listed companies are involved
1. Schedule 1 - Share Certificate Forms: Templates for new share certificates post-conversion
2. Schedule 2 - Conversion Calculations: Detailed calculations showing conversion ratios and amounts
3. Schedule 3 - Corporate Approvals: Copies of board and shareholder resolutions
4. Schedule 4 - Existing Securities Details: Details of securities being converted, including terms and conditions
5. Schedule 5 - Completion Checklist: List of documents and actions required for completion of the conversion
Authors
Business Day
Completion
Completion Date
Conversion
Conversion Date
Conversion Price
Conversion Rate
Conversion Rights
Conversion Securities
Converting Party
Effective Date
Encumbrance
Existing Securities
Governing Law
Material Adverse Change
New Securities
Notices
Original Securities
Parties
Regulatory Approvals
Resulting Securities
Securities
Share Capital
Shareholders
Shareholder Rights
Subsidiary
Transaction Documents
Valuation
Warranties
Agreement to Convert
Conversion Mechanics
Conversion Price
Conversion Ratio
Conditions Precedent
Completion
Representations and Warranties
Pre-Completion Obligations
Post-Completion Obligations
Anti-dilution Protection
Adjustment Rights
Shareholder Rights
Confidentiality
Notices
Further Assurance
Assignment
Amendments
Severability
Entire Agreement
Counterparts
Costs and Expenses
Force Majeure
Governing Law
Dispute Resolution
Waiver
Time of Essence
Indemnification
Termination
Survival
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