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1. Parties: Identifies the lender(s) and borrower(s), including their full legal names, registration details, and addresses
2. Background: Recitals describing the existing loan arrangement, reason for conversion, and overview of the intended transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Existing Loan Details: Specifies the original loan agreement details, outstanding amount, and current terms
5. Conversion Terms: Details the conversion mechanism, including conversion price/ratio, timing, and conditions precedent
6. Conversion Process: Step-by-step procedure for implementing the conversion, including corporate actions required
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the subject matter
8. New Shares and Shareholding Structure: Details of the shares to be issued, resulting ownership structure, and share rights
9. Corporate Governance: Post-conversion management rights, board representation, and voting arrangements
10. Regulatory Compliance: Provisions ensuring compliance with UAE Companies Law and other applicable regulations
11. Tax Matters: Treatment of tax implications arising from the conversion
12. Confidentiality: Obligations regarding the confidential treatment of information
13. Governing Law and Jurisdiction: Specifies UAE law as governing law and establishes jurisdiction for disputes
14. Notices: Communication procedures and contact details for formal notices
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Security Release: Required if the original loan was secured and security arrangements need to be terminated
2. Multiple Lender Provisions: Needed when multiple lenders are involved, addressing decision-making and pro-rata conversion rights
3. Regulatory Approvals: Required for regulated entities or when specific regulatory clearances are needed
4. Share Transfer Restrictions: Optional provisions restricting transfer of converted shares for a certain period
5. Anti-dilution Protection: Optional protection for the converting lender against future share dilution
6. Integration with Shareholders Agreement: Required if the conversion needs to align with an existing shareholders agreement
7. Employee Matters: Needed if the conversion affects employee stock options or similar arrangements
8. Intellectual Property Rights: Required if IP rights are relevant to the valuation or conversion terms
1. Existing Loan Agreement: Copy or summary of the original loan agreement being converted
2. Conversion Calculations: Detailed calculations showing conversion ratio, share numbers, and resulting ownership percentages
3. Form of Conversion Notice: Template notice for exercising the conversion right
4. Required Corporate Resolutions: Draft shareholder and board resolutions needed to implement the conversion
5. New Constitutional Documents: Updated memorandum and articles of association reflecting the new shareholding structure
6. Regulatory Filings: Forms and documents required for updating the commercial register and other authorities
7. Share Certificate Template: Form of new share certificates to be issued post-conversion
8. Valuation Report: Independent valuation supporting the conversion ratio (if applicable)
Articles of Association
Board
Business Day
Commercial Companies Law
Company
Completion
Completion Date
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Ratio
Conversion Shares
Constitutive Documents
Effective Date
Encumbrance
Existing Loan
Existing Loan Agreement
Governmental Authority
Lender
Loan Amount
Material Adverse Effect
New Shares
Original Principal Amount
Outstanding Amount
Parties
Register of Members
Regulatory Approvals
Shareholders
Shareholders Agreement
Shares
Share Capital
Subscriber
Subscription Price
UAE
Valuation
Valuation Date
Working Day
Definitions
Conversion Mechanism
Consideration
Conditions Precedent
Completion
Representations and Warranties
Share Rights
Corporate Governance
Regulatory Compliance
Valuation
Anti-dilution
Information Rights
Transfer Restrictions
Tag-along Rights
Drag-along Rights
Pre-emptive Rights
Board Appointment
Voting Rights
Dividend Rights
Confidentiality
Non-competition
Non-solicitation
Indemnification
Force Majeure
Termination
Notices
Assignment
Amendments
Waiver
Severability
Entire Agreement
Costs
Governing Law
Dispute Resolution
Financial Services
Technology and Startups
Real Estate
Manufacturing
Healthcare
Retail
Professional Services
Energy
Construction
Telecommunications
Private Equity
Venture Capital
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Treasury
Corporate Development
Investment
Board of Directors
Executive Management
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Financial Controller
Chief Executive Officer
Compliance Officer
Risk Manager
Corporate Finance Director
Investment Banker
Private Equity Manager
Venture Capital Manager
Treasury Manager
Company Director
Board Member
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