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Loan To Equity Conversion Agreement
"Need a Loan To Equity Conversion Agreement for converting our Series A loan of SGD 2 million into preferred shares at a pre-agreed valuation, with anti-dilution protection and board representation rights for the investor."
1. Parties: Identification of the lender and borrower/company
2. Background: Details of existing loan arrangement and reason for conversion
3. Definitions: Key terms used throughout the agreement
4. Conversion Terms: Specifics of how the loan will be converted to equity
5. Conversion Price: Methodology for determining share price and number of shares
6. Conditions Precedent: Requirements to be met before conversion can occur
7. Completion Mechanics: Process and timing for executing the conversion
8. Representations and Warranties: Statements of fact by both parties
9. Governing Law: Specification of Singapore law as governing law
1. Anti-dilution Provisions: Protection against future share dilution - include when requested by converting lender
2. Board Representation: Rights to appoint directors - include for significant equity conversions
3. Tag-along Rights: Right to join in sale of shares - include for minority shareholder protection
4. Drag-along Rights: Right to force minority shareholders to join in sale - include for majority shareholder protection
1. Existing Loan Agreement: Copy of the original loan agreement being converted
2. Conversion Calculation: Detailed calculation of shares to be issued
3. Form of Share Certificate: Template of share certificate to be issued
4. Shareholders' Agreement: New or amended shareholders' agreement post-conversion
5. Corporate Authorizations: Board and shareholder resolutions approving conversion
Authors
Business Day
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Amount
Conversion Price
Conversion Ratio
Conversion Shares
Encumbrance
Existing Loan
Existing Loan Agreement
Existing Shareholders
Governmental Authority
Issued Share Capital
Loan Amount
Material Adverse Change
New Shares
Outstanding Amount
Parties
Regulatory Approvals
Relevant Securities
Share Capital
Shareholders' Agreement
Shares
Singapore Dollars
SGD
Subscription Price
Transaction Documents
Warranties
Agreement to Convert
Conversion Terms
Conditions Precedent
Completion
Representations and Warranties
Pre-Completion Obligations
Post-Completion Obligations
Share Rights
Anti-dilution Protection
Board Representation
Confidentiality
Assignment
Notices
Further Assurance
Costs and Expenses
Severability
Entire Agreement
Variation
Waiver
Counterparts
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
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