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Loan To Equity Conversion Agreement
"I need a Loan To Equity Conversion Agreement for a South African tech startup where a R5 million loan from an angel investor will convert to 15% equity shares, with the conversion to be triggered automatically if we secure Series A funding by March 2025."
1. Parties: Identification of the Lender(s), Borrower (Company), and any other relevant parties to the agreement
2. Background: Details of the existing loan agreement, current debt position, and rationale for conversion
3. Definitions and Interpretation: Key terms used in the agreement, including financial definitions, conversion-related terms, and interpretation rules
4. Loan Amount and Status: Confirmation of the outstanding loan amount eligible for conversion and its current status
5. Conversion Terms: Core terms governing the conversion, including conversion ratio, price, or formula
6. Conversion Mechanism: Detailed process and procedures for implementing the conversion
7. Conditions Precedent: Prerequisites that must be satisfied before conversion can take place
8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority
9. Implementation: Steps to be taken to effect the conversion, including corporate actions and documentation
10. Post-Conversion Rights: Rights attached to the shares post-conversion and any special rights retained by the converting lender
11. Tax Provisions: Allocation of tax liabilities and responsibilities arising from the conversion
12. Costs: Allocation of costs related to the conversion process
13. Notices: Communication protocols between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Security Arrangements: Required if any security over assets is to be retained post-conversion or new security is to be created
2. Shareholder Rights: Include if specific shareholder rights are to be granted beyond standard rights attached to the share class
3. Board Representation: Include if the converting lender is to receive board representation rights
4. Anti-dilution Provisions: Include if protection against future share issuances is required
5. Tag-Along and Drag-Along Rights: Include if these exit rights are to be granted to the converting lender
6. Regulatory Compliance: Required if the conversion triggers any regulatory approval requirements
7. Foreign Exchange Provisions: Required if the transaction involves cross-border elements
8. Put and Call Options: Include if either party requires future exit mechanisms
1. Existing Loan Agreement: Copy or details of the original loan agreement being converted
2. Conversion Calculations: Detailed formula and examples of conversion calculations
3. Form of Conversion Notice: Template notice for exercising conversion rights
4. New Shareholding Structure: Pre and post-conversion shareholding details
5. Required Corporate Resolutions: Templates of necessary board and shareholder resolutions
6. New Share Certificates: Form of share certificates to be issued post-conversion
7. Amendments to Company Documents: Required changes to company's memorandum of incorporation or other constitutional documents
8. Regulatory Filings: Templates of required regulatory notifications and filings
Authors
Business Day
Companies Act
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Ratio
Conversion Rights
Conversion Shares
Effective Date
Encumbrance
Event of Default
Existing Loan Agreement
Financial Year
Governmental Authority
Implementation Date
Loan Amount
Long Stop Date
Material Adverse Change
MOI
New Shares
Ordinary Shares
Outstanding Amount
Parties
Pre-Conversion Shareholding
Post-Conversion Shareholding
Regulatory Approvals
Relevant Exchange Rate
SARB
Securities
Share Capital
Shareholder
Signature Date
Subscription Price
Tax
Transaction Documents
Valuation Date
ZAR
Definitions
Loan Acknowledgment
Conversion Rights
Conversion Mechanics
Conditions Precedent
Representations and Warranties
Corporate Authority
Share Issuance
Anti-dilution
Regulatory Compliance
Exchange Control
Tax Provisions
Security Release
Share Rights
Corporate Governance
Board Representation
Confidentiality
Costs and Expenses
Notices
Assignment
Amendment
Severability
Waiver
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Counterparts
Further Assurance
Shareholder Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Good Faith
Indemnification
Default Events
Remedies
Financial Services
Banking
Private Equity
Investment Management
Technology
Manufacturing
Mining
Real Estate
Telecommunications
Healthcare
Retail
Energy
Infrastructure
Agriculture
Professional Services
Legal
Finance
Treasury
Corporate Finance
Compliance
Risk Management
Tax
Company Secretarial
Board of Directors
Executive Management
Investment
Corporate Development
Chief Financial Officer
Financial Director
Legal Counsel
Corporate Lawyer
Investment Manager
Company Secretary
Chief Executive Officer
Treasury Manager
Finance Manager
Compliance Officer
Risk Manager
Corporate Finance Director
Restructuring Officer
Investment Banker
Private Equity Manager
Tax Director
Board Director
Commercial Director
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